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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 | ||||||||
Existing Class B Common Stock (2) | (2) | 01/28/2015 | C | 150,000 (6) | (2) | (2) | Existing Class A Common Stock | 150,000 (6) | $ 0 | 0 | D | ||||
Class B Common Stock (4) (7) | (7) | 01/28/2015 | J | 150,000 (6) | (7) | (7) | Class A Common Stock | 150,000 (6) | $ 0 | 150,000 (6) | D | ||||
Employee Stock Option (right to buy) | $ 1.16 | 01/28/2015 | C | 125,000 | (8) | 04/26/2022 | Existing Class B Common Stock (2) | 125,000 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 1.16 | 01/28/2015 | C | 125,000 | (8) | 04/26/2022 | Existing Class A Common Stock (2) | 125,000 | $ 0 | 125,000 | D | ||||
Employee Stock Option (right to buy) | $ 1.16 | 01/28/2015 | J | 125,000 | (8) | 04/26/2022 | Existing Class A Common Stock (4) | 125,000 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 1.16 | 01/28/2015 | J | 125,000 | (8) | 04/26/2022 | Class B Common Stock (4) (7) | 125,000 | $ 0 | 125,000 | D | ||||
Employee Stock Option (right to buy) | $ 17.85 | 01/28/2015 | C | 25,000 | (9) | 04/02/2024 | Existing Class B Common Stock (2) | 25,000 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 17.85 | 01/28/2015 | C | 25,000 | (9) | 04/02/2024 | Existing Class A Common Stock (2) | 25,000 | $ 0 | 25,000 | D | ||||
Employee Stock Option (right to buy) | $ 17.85 | 01/28/2015 | J | 25,000 | (9) | 04/02/2024 | Existing Class A Common Stock (4) | 25,000 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 17.85 | 01/28/2015 | J | 25,000 | (9) | 04/02/2024 | Class B Common Stock (4) (7) | 25,000 | $ 0 | 25,000 | D | ||||
Employee Stock Option (right to buy) | $ 14.05 | 01/28/2015 | C | 37,500 | (10) | 01/01/2025 | Existing Class B Common Stock (2) | 37,500 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 14.05 | 01/28/2015 | C | 37,500 | (10) | 01/01/2025 | Existing Class A Common Stock (2) | 37,500 | $ 0 | 37,500 | D | ||||
Employee Stock Option (right to buy) | $ 14.05 | 01/28/2015 | J | 37,500 | (10) | 01/01/2025 | Existing Class A Common Stock (4) | 37,500 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 14.05 | 01/28/2015 | J | 37,500 | (10) | 01/01/2025 | Class B Common Stock (4) (7) | 37,500 | $ 0 | 37,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McGoff Peter M 4440 EL CAMINO REAL LOS ALTOS, CA 94022 |
SVP, Gen. Counsel & Secretary |
/s/ Peter McGoff | 01/28/2015 | |
**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) | Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's existing Class B Common Stock ("Existing Class B Common Stock") upon settlement. Each share of Existing Class B Common Stock is convertible into one share of the Issuer's existing Class A Common Stock ("Existing Class A Common Stock") upon the election of the Issuer and has no expiration date. |
(2) | The Issuer's Existing Class B Common Stock automatically converted into Existing Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(3) | Each share is represented by an RSU. Each RSU represents a contingent right to receive one share of Existing Class A Common Stock upon settlement. |
(4) | Immediately prior to the closing of the Issuer's initial public offering and following the conversion of the Issuer's Existing Class B Common Stock into Existing Class A Common Stock, each share of Existing Class A Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. |
(5) | Each share is represented by an RSU. Each RSU represents a contingent right to receive one share of the Issuer's Class B common stock upon settlement. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |
(6) | 50,000 of the shares are subject to repurchase by the Issuer. |
(7) | Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |
(8) | 1/4 of the shares subject to the option vested on April 23, 2013, and 1/48 of the shares vest monthly thereafter. |
(9) | 1/4 of the shares subject to the option vest on February 1, 2015, and 1/48 of the shares vest monthly thereafter. |
(10) | 1/4 of the shares subject to the option vest on March 20, 2016, and 1/48 of the shares vest monthly thereafter. |