tableau13ga_17606.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

______________
 
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

 
Tableau Software, Inc.
(Name of Issuer)

 
Class A common stock, $.0001 par value per share
(Title of Class of Securities)
 
 
87336U105
(CUSIP Number)


December 31, 2013
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

oRule 13d-1(b)
oRule 13d-1(c)
xRule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
  CUSIP No.    87336U105
13G
Page 2 of 19
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
New Enterprise Associates 11, Limited Partnership
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
9,642,576 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH:
8
SHARED DISPOSITIVE POWER
 
9,642,576 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,642,576 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
36.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
  CUSIP No.    87336U105
13G
Page 3 of 19
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
NEA Partners 11, Limited Partnership
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
9,642,576 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH:
8
SHARED DISPOSITIVE POWER
 
9,642,576 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,642,576 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
36.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
  CUSIP No.    87336U105
13G
Page 4 of 19
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
NEA 11 GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
9,642,576 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH:
8
SHARED DISPOSITIVE POWER
 
9,642,576 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,642,576 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
36.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
 
 
  CUSIP No.    87336U105
13G
Page 5 of 19
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
M. James Barrett
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
9,642,576 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH:
8
SHARED DISPOSITIVE POWER
 
9,642,576 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,642,576 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
36.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
  CUSIP No.    87336U105
13G
Page 6 of 19
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Peter J. Barris
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
9,642,576 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH:
8
SHARED DISPOSITIVE POWER
 
9,642,576 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,642,576 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
36.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
 
 
 
  CUSIP No.    87336U105
13G
Page 7 of 19
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Forest Baskett
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
9,165 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
9,642,576 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
9,165 shares
WITH:
8
SHARED DISPOSITIVE POWER
 
9,642,576 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,651,741 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
36.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
 
 
 
  CUSIP No.    87336U105
13G
Page 8 of 19
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Ryan D. Drant
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
9,642,576 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH:
8
SHARED DISPOSITIVE POWER
 
9,642,576 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,642,576 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
36.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
 
 
  CUSIP No.    87336U105
13G
Page 9 of 19
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Krishna S. Kolluri
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
0 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
9,642,576 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
0 shares
WITH:
8
SHARED DISPOSITIVE POWER
 
9,642,576 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,642,576 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
36.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
 
  CUSIP No.    87336U105
13G
Page 10 of 19
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Scott D. Sandell
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
NUMBER OF
5
SOLE VOTING POWER
 
9,165 shares
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
9,642,576 shares
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
 
9,165 shares
WITH:
8
SHARED DISPOSITIVE POWER
 
9,642,576 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,651,741 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
36.0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
 
 
  CUSIP No.    87336U105
13G
Page 11 of 19
 
 
 
Item 1(a). 
Name of Issuer:
 
Tableau Software, Inc. (the “Issuer”).
 

Item 1(b). 
Address of Issuer’s Principal Executive Offices:

837 North 34th Street, Suite 200, Seattle, Washington 98103.
 

Item 2(a).
Names of Persons Filing:

New Enterprise Associates 11, Limited Partnership (“NEA 11”); NEA Partners 11, Limited Partnership (“NEA Partners 11”), which is the sole general partner of NEA 11; NEA 11 GP, LLC (“NEA 11 GP”), which is the sole general partner of NEA Partners 11; and M. James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Ryan D. Drant (“Drant”), Krishna S. Kolluri (“Kolluri”) and Scott D. Sandell (“Sandell”) (collectively, the “Managers”).  The Managers are the individual managers of NEA 11 GP.  The persons named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
 
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The address of the principal business office of NEA 11, NEA Partners 11 and NEA 11 GP is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of Baskett, Kolluri and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.  The address of the principal business office of Barrett, Barris and Drant is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815
 
 
Item 2(c).
Citizenship:  
 
NEA 11 and NEA Partners 11 are limited partnerships organized under the laws of the State of Delaware.  NEA 11 GP is a limited liability company organized under the laws of the State of Delaware.  Each of the Managers is a United States citizen.
 
 
Item 2(d).
Title of Class of Securities:
 
Class A common stock, $.0001 par value (“Common Stock”).
 
 
Item 2(e).
CUSIP Number:  
 
87336U105.
 
 
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
Not applicable.
 
 
Item 4. 
Ownership.
 
(a)
Amount beneficially owned:
 
 
 
 
  CUSIP No.    87336U105
13G
Page 12 of 19
 
 
 
 
NEA 11 is the record owner of Class B common stock (“Class B Common Stock”) as described below.  As described in the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities and Exchange Commission on November 8, 2013 (the “Prospectus”), holders of Class B Common Stock are entitled to ten votes per share while holders of the Common Stock are entitled to one vote per share.  In addition, holders of Class B Common Stock and holders of Common Stock generally vote together as a single class.  This single class would consist of 59,152,528 shares, which includes (i) 17,130,000 shares of Common Stock (the “Prospectus Shares”) and (ii) 42,022,528 shares of Class B Common Stock reported by the Issuer to be outstanding immediately after the offering on the Prospectus.  As further described in the Prospectus, each share of Class B Common Stock is convertible by the holder at any time into one share of Common Stock and each such share will convert automatically into Common Stock upon the occurrence of certain other events.
 
 
NEA 11 is the record owner of 9,642,576 shares of Class B common stock as of December 31, 2013 (the “NEA 11 Class B Shares”).  As each NEA 11 Class B Share is convertible by the holder at any time into one share of Common Stock, as described above, NEA 11 may therefore be deemed to own beneficially 9,642,576 shares of Common Stock (the “NEA 11 Common Shares”).  As the sole general partner of NEA 11, NEA Partners 11 may be deemed to own beneficially the NEA 11 Common Shares.  As the general partner of NEA Partners 11, NEA 11 GP likewise may be deemed to own beneficially the NEA 11 Common Shares.  As the individual managers of NEA 11 GP, each of the Managers also may be deemed to own beneficially the NEA 11 Common Shares.
 
 
As of December 31, 2013, Baskett is the record owner of options to purchase 9,165 shares of Class B common stock (the “Baskett Option Shares”) exercisable within sixty days.  As each Baskett Option Share is convertible by the holder at any time into one share of Common Stock, as described above, Baskett may be deemed to be the beneficial owner of 9,165 shares of Common Stock  (the “Baskett Common Shares”) in addition to the NEA 11 Common Shares.
 
 
As of December 31, 2013, Sandell is the record owner of options to purchase 9,165 shares of Class B common stock (the “Sandell Option Shares”) exercisable within sixty days.  As each Sandell Option Share is convertible by the holder at any time into one share of Common Stock, as described above, Sandell may be deemed to be the beneficial owner of 9,165 shares of Common Stock  (the “Sandell Common Shares”) in addition to the NEA 11 Common Shares.
 
(b)
Percent of Class:  See Line 11 of cover sheets.  The percentages set forth on the cover sheets for each Reporting Person other than Baskett and Sandell are calculated based on 26,772,526 shares, which includes (i) the Prospectus Shares reported by the Issuer to be outstanding immediately after the offering on the Prospectus and (ii) the 9,642,576 shares of Common Stock into which the NEA 11 Class B Shares are convertible.  The percentage set forth on the cover sheet for Baskett is calculated based on 26,781,741 shares, which includes (i) the Prospectus Shares reported by the Issuer to be outstanding immediately after the offering on the Prospectus, (ii) the 9,642,576 shares of Common Stock into which the NEA 11 Class B Shares are convertible and (iii) the 9,165 shares of Common Stock into which the Baskett Option Shares are convertible.  The percentage set forth on the cover sheet for Sandell is calculated based on 26,781,741 shares, which includes (i) the Prospectus Shares reported by the Issuer to be outstanding immediately after the offering on the Prospectus, (ii) the 9,642,576 shares of Common Stock into which the NEA 11 Class B Shares are convertible and (iii) the 9,165 shares of Common Stock into which the Sandell Option Shares are convertible.
 
 
 
 
 
 
  CUSIP No.    87336U105
13G
Page 13 of 19
 
 
 
(c)
Number of shares as to which such person has:
 
(i)           
sole power to vote or to direct the vote:  See Line 5 of cover sheets.
 
(ii)          
shared power to vote or to direct the vote:  See Line 6 of cover sheets.
 
(iii)         
sole power to dispose or to direct the disposition of:  See Line 7 of cover sheets.
 
(iv)         
shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.
 
Each Reporting Person disclaims beneficial ownership of such shares of Common Stock except for the shares, if any, such Reporting Person holds of record.
 
 
Item 5. 
Ownership of Five Percent or Less of a Class.
 
Not applicable.
 
 
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
Not applicable.
 
 
Item 8.
Identification and Classification of Members of the Group.

 
Not applicable.  The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b).
 
 
Item 9.
Notice of Dissolution of Group.

 
Not applicable.
 
 
Item 10.
Certification.

 
Not applicable.  This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).
 
 
Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13G.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
 
 
 
 
 
  CUSIP No.    87336U105
13G
Page 14 of 19
 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:      February 12, 2014
 

NEW ENTERPRISE ASSOCIATES 11,
  LIMITED PARTNERSHIP

By:
NEA PARTNERS 11, LIMITED PARTNERSHIP
 
General Partner

 
By:
NEA 11 GP, LLC
General Partner
 
 
By: 
         *
Peter J. Barris
Manager
 
NEA PARTNERS 11, LIMITED PARTNERSHIP

By:
NEA 11 GP, LLC
General Partner
 
 
By: 
         *
Peter J. Barris
Manager
 
NEA 11 GP, LLC

By: 
         *
Peter J. Barris
Manager
 
         *
M. James Barrett
  
 
         *
Peter J. Barris
  
 
 
  CUSIP No.    87336U105
13G
Page 15 of 19
 
 
         *
Forest Baskett
  
 
         *
Ryan D. Drant
  
 
         *
Krishna S. Kolluri
  
 
         *
Scott D. Sandell
  
 
 
 
 
*By: /s/ Louis S. Citron
Louis S. Citron
As attorney-in-fact
 
 
This Schedule 13G was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  CUSIP No.    87336U105
13G
Page 16 of 19
 
EXHIBIT 1
 
AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Tableau Software, Inc.
 
EXECUTED this 12th day of February, 2014
 

NEW ENTERPRISE ASSOCIATES 11,
  LIMITED PARTNERSHIP

By:
NEA PARTNERS 11, LIMITED PARTNERSHIP
 
General Partner

 
By:
NEA 11 GP, LLC
General Partner
 
 
By: 
         *
Peter J. Barris
Manager

NEA PARTNERS 11, LIMITED PARTNERSHIP

By:
NEA 11 GP, LLC
General Partner
 
 
By: 
         *
Peter J. Barris
Manager
 
NEA 11 GP, LLC

By: 
         *
Peter J. Barris
Manager

         *
M. James Barrett
  
 
 
  CUSIP No.    87336U105
13G
Page 17 of 19
 

 
         *
Peter J. Barris
  
 
         *
Forest Baskett
  
 
         *
Ryan D. Drant
  
 
         *
Krishna S. Kolluri
  
 
         *
Scott D. Sandell
  
 
 
 
 
*By: /s/ Louis S. Citron
Louis S. Citron
As attorney-in-fact
 
This Agreement relating to Schedule 13G was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
 
 
 
 
 
 
 
 
 
 
 
 
  CUSIP No.    87336U105
13G
Page 18 of 19
 
EXHIBIT 2

POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of August, 2013.
 
 
/s/ M. James Barrett
M. James Barrett

/s/ Peter J. Barris
Peter J. Barris

/s/ Forest Baskett
Forest Baskett

/s/ Rohini Chakravarthy
Rohini Chakravarthy

/s/ Patrick Chung
Patrick Chung

/s/ Ryan Drant
Ryan Drant

/s/ Anthony A. Florence
Anthony A. Florence

/s/ Robert Garland
Robert Garland

/s/ Paul Hsiao
Paul Hsiao

/s/ Patrick J. Kerins
Patrick J. Kerins
 
  CUSIP No.    87336U105
13G
Page 19 of 19
 
 
 
 
/s/ Suzanne King
Suzanne King

/s/ Krishna S. Kolluri
Krishna S. Kolluri

/s/ C. Richard Kramlich
C. Richard Kramlich

/s/ Edward Mathers
Edward Mathers

/s/ David M. Mott
David M. Mott

/s/ John M. Nehra
John M. Nehra

/s/ Charles W. Newhall III
Charles W. Newhall III

/s/ Jason R. Nunn
Jason R. Nunn

/s/ Jon Sakoda
Jon Sakoda

/s/ Scott D. Sandell
Scott D. Sandell

/s/ Peter W. Sonsini
Peter W. Sonsini

/s/ A. Brooke Seawell
A. Brooke Seawell

/s/ Ravi Viswanathan
Ravi Viswanathan

/s/ Paul E. Walker
Paul E. Walker

/s/ Harry Weller
Harry Weller