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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 | ||||||||
| Warrant to purchase shares of Common Stock | $ 0.66 | 01/28/2013 | A | 700,000 | 01/28/2013 | 01/28/2018 | Common Stock | 700,000 | (5) | 700,000 (1) | I | By Funds (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Battery Ventures IX, L.P. 930 WINTER STREET SUITE 2500 WALTHAM, MA 02451 |
X | |||
| Battery Investment Partners IX, LLC 930 WINTER STREET SUITE 2500 WALTHAM, MA 02451 |
X | |||
| Battery Partners IX, LLC 930 WINTER STREET SUITE 2500 WALTHAM, MA 02451 |
X | |||
| CROTTY THOMAS J 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451 |
X | |||
| FRISBIE RICHARD D 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451 |
X | |||
| LAWLER KENNETH P 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451 |
X | |||
| TABORS R DAVID 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451 |
X | |||
| TOBIN SCOTT R C/O BATTERY VENTURES 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451 |
X | X | ||
| Lee Roger H 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451 |
X | |||
| Agrawal Neeraj 930 WINTER STREET, SUITE 2500 WALTHAM, MA 02451 |
X | |||
| /s/ Christopher Schiavo, acting as attorney-in-fact for Battery Ventures IX, L.P. | 01/30/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Christopher Schiavo, acting as attorney-in-fact for Battery Investment Partners IX, LLC | 01/30/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Christopher Schiavo, acting as attorney-in-fact for Battery Partners IX, LLC | 01/30/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Christopher Schiavo, acting as attorney-in-fact for Thomas J. Crotty | 01/30/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Christopher Schiavo, acting as attorney-in-fact for Richard D. Frisbie | 01/30/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Christopher Schiavo, acting as attorney-in-fact for Kenneth P. Lawler | 01/30/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Christopher Schiavo, acting as attorney-in-fact for R. David Tabors | 01/30/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Christopher Schiavo, acting as attorney-in-fact for Scott R. Tobin | 01/30/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Christopher Schiavo, acting as attorney-in-fact for Roger H. Lee | 01/30/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Christopher Schiavo, acting as attorney-in-fact for Neeraj Agrawal | 01/30/2013 | |
| **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 Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| (2) | Consists of 15,412,557 shares of the Issuer's Common Stock held by Battery Ventures IX, L.P. ("BVIX") and 154,110 shares of the Issuer's Common Stock held by Battery Investment Partners IX, LLC ("BIPIX"). Battery Partners IX, LLC ("BPIX") is the sole general partner of BVIX and the sole manager of BIPIX. Battery Management Corp. ("BMC") is the investment advisor of BPIX. Thomas J. Crotty, Richard D. Frisbie, Kenneth P. Lawler, R. David Tabors, Scott R. Tobin, Roger H. Lee, Neeraj Agrawal, Michael M. Brown, Jesse Feldman and Brian O'Malley (collectively, the "Managing Members") are the managing members of BPIX and BMC and may be deemed to have shared voting and dispositive power over the shares held by BVIX and BIPIX. |
| (3) | As more particularly described in the Schedule 13D/A, as a result of the transaction (see footnote 1 above), the 464,373 shares of Common Stock were issued for no consideration pursuant to contractual anti-dilution undertakings of the Issuer in its Securities Purchase Agreement dated March 24, 2011 between the Issuer, BVIX, BIPIX and certain other investors. |
| (4) | Consists of 15,872,333 shares of the Issuer's Common Stock held BVIX and 158,707 shares of the Issuer's Common Stock held by BIPIX. BPIX is the sole general partner of BVIX and the sole manager of BIPIX. BMC is the investment advisor of BPIX. The Managing Members are the managing members of BPIX and BMC and may be deemed to have shared voting and dispositive power over the shares held by BVIX and BIPIX. |
| (5) | The warrant was acquired in connection with the purchase of shares of Common Stock pursuant to the Securities Purchase Agreement dated January 28, 2013 between the Issuer, BVIX, BIPIX and certain other investors for no additional consideration. |
| (6) | Consists of a warrant to purchase 693,070 shares of the Issuer's Common Stock held by BVIX and a warrant to purchase 6,930 shares of the Issuer's Common Stock held by BIPIX. BPIX is the sole general partner of BVIX and the sole manager of BIPIX. BMC is the investment advisor of BPIX. The Managing Members are the managing members of BPIX and BMC and may be deemed to have shared voting and dispositive power over the shares held by BVIX and BIPIX. |
| Remarks: The Reporting Persons are part of a 13(d) group owning more than 10% of the Issuer's outstanding equity securities. Due to the limit of joint filers that can be included on one form, BVIX, BIPIX, BPIX and the Managing Members have to file two separate forms simultaneously, which relate to the same securities of the Issuer held by such Reporting Persons. | |