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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (1) | 12/22/2014 | C | 1,756,754 | (1) | (1) | Common Stock | 1,756,754 | $ 0 | 0 | I | See footnote (4) (7) | |||
Series A Preferred Stock | (1) | 12/22/2014 | C | 300,860 | (1) | (1) | Common Stock | 300,860 | $ 0 | 0 | I | See footnote (6) (7) | |||
Series B Preferred Stock | (2) | 12/22/2014 | C | 2,121,414 | (2) | (2) | Common Stock | 2,121,414 | $ 0 | 0 | I | See footnote (4) (7) | |||
Series B Preferred Stock | (2) | 12/22/2014 | C | 363,310 | (2) | (2) | Common Stock | 363,310 | $ 0 | 0 | I | See footnote (6) (7) | |||
Series C Preferred Stock | (3) | 12/22/2014 | C | 1,288,044 | (3) | (3) | Common Stock | 1,288,044 | $ 0 | 0 | I | See footnote (4) (7) | |||
Series C Preferred Stock | (3) | 12/22/2014 | C | 70,846 | (3) | (3) | Common Stock | 70,846 | $ 0 | 0 | I | See footnote (5) (7) | |||
Series C Preferred Stock | (3) | 12/22/2014 | C | 172,910 | (3) | (3) | Common Stock | 172,910 | $ 0 | 0 | I | See footnote (6) (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Village Ventures Capital Management, LLC C/O VILLAGE VENTURES ONE BANK STREET, 2ND FLOOR WILLIAMSTOWN, MA 01267 |
X | |||
Village Ventures, Inc. C/O VILLAGE VENTURES ONE BANK STREET, 2ND FLOOR WILLIAMSTOWN, MA 01267 |
X | |||
Village Ventures Capital Partners II, LLC C/O VILLAGE VENTURES ONE BANK STREET, 2ND FLOOR WILLIAMSTOWN, MA 01267 |
X | |||
VILLAGE VENTURES FUND II, L.P. C/O VILLAGE VENTURES ONE BANK STREET, 2ND FLOOR WILLIAMSTOWN, MA 01267 |
X | |||
Village Ventures Fund II-A, L.P. C/O VILLAGE VENTURES ONE BANK STREET, 2ND FLOOR WILLIAMSTOWN, MA 01267 |
X | |||
VILLAGE VENTURES FUND II-B, L.P. C/O VILLAGE VENTURES ONE BANK STREET, 2ND FLOOR WILLIAMSTOWN, MA 01267 |
X | |||
Harris Matthew C C/O VILLAGE VENTURES ONE BANK STREET, 2ND FLOOR WILLIAMSTOWN, MA 01267 |
X | |||
Peabody William S Jr C/O VILLAGE VENTURES ONE BANK STREET, 2ND FLOOR WILLIAMSTOWN, MA 01267 |
X |
/s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC | 12/22/2014 | |
**Signature of Reporting Person | Date | |
/s/ Matthew C. Harris, Director of Village Ventures, Inc. | 12/22/2014 | |
**Signature of Reporting Person | Date | |
/s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC, the Manager of Village Ventures Capital Partners II, LLC | 12/22/2014 | |
**Signature of Reporting Person | Date | |
/s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC, the Manager of Village Ventures Capital Partners II, LLC, the General Partner of Village Ventures Fund II, L.P. | 12/22/2014 | |
**Signature of Reporting Person | Date | |
/s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC, the Manager of Village Ventures Capital Partners II, LLC, the General Partner of Village Ventures Fund II-A, L.P. | 12/22/2014 | |
**Signature of Reporting Person | Date | |
/s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC, the Manager of Village Ventures Capital Partners II, LLC, the General Partner of Village Ventures Fund II-B, L.P. | 12/22/2014 | |
**Signature of Reporting Person | Date | |
/s/ Matthew C. Harris | 12/22/2014 | |
**Signature of Reporting Person | Date | |
/s/ William Bo S. Peabody | 12/22/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Series A Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date. |
(2) | The Series B Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date. |
(3) | The Series C Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date |
(4) | The reported shares are held of record by Village Ventures Fund II, L.P. ("VVF II"). |
(5) | The reported shares are held of record by Village Ventures Fund II-A, L.P. ("VVF II-A"). |
(6) | The reported shares are held of record by Village Ventures Fund II-B, L.P. ("VVF II-B"). |
(7) | Village Ventures Capital Partners II, LLC ("VVCP") is the general partner of VVF II, VVF II-A and VVF II-B. Village Ventures Capital Management, LLC ("VVCM") is the manager of VVCP. Matthew C. Harris and William Bo S. Peabody, as the Class A members of VVCM, share voting and dispositive power with respect to the shares held by VVF II, VVF II-A and VVF II-B. Village Ventures, Inc., a corporation controlled by Messrs. Harris and Peabody, is the advisor to VVCM. Messrs. Harris and Peabody disclaim beneficial ownership of the securities reported herein, except to the extent of his individual pecuniary interest therein. |