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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 Convertible Preferred Stock | (2) | 12/08/2014 | C | 640,230 (1) | (2) | (2) | Common Stock | 640,230 (1) | $ 0 | 0 | D (3) | ||||
Series A-1 Convertible Preferred Stock | (2) | 12/08/2014 | C | 407,825 (1) | (2) | (2) | Common Stock | 407,825 (1) | $ 0 | 0 | D (3) | ||||
Common Stock Warrant (Right to Buy) | $ 0.76 (1) | 12/08/2014 | X | 9,713 (1) | (4) | (4) | Common Stock | 9,713 (1) | $ 0 | 0 | D (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SPLIT ROCK PARTNERS II, LP 10400 VIKING DRIVE SUITE 250 EDEN PRAIRIE, MN 55344 |
X | |||
SPLIT ROCK PARTNERS II MANAGEMENT, LLC 10400 VIKING DRIVE SUITE 250 EDEN PRAIRIE, MN 55344 |
X |
Split Rock Partners II, LP, By /s/ Steven L.P. Schwen, Chief Financial Officer | 12/08/2014 | |
**Signature of Reporting Person | Date | |
Split Rock Partners II Management, LLC, By /s/ Steven L.P. Schwen, Chief Financial Officer | 12/08/2014 | |
**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) | Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014. |
(2) | Each outstanding share of Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock automatically converted on a 1:1 basis into the Issuer's common stock, immediately prior to the closing of the Issuer's initial public offering, for no additional consideration and including accrued dividends. These shares have no expiration date. |
(3) | The securities are owned directly by Split Rock Partners II, LP ("SRP II"). Voting and investment power over the securities is delegated to Split Rock Partners II Management, LLC ("SRPM II"), the general partner of SRP II. SRPM II has delegated voting and investment decisions to three individuals who require a two-thirds vote to act. SRPM II disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein. |
(4) | The Common Stock Warrant was automatically net exercised, immediately prior to the closing of the Issuer's initial public offering. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 668 of the warrant shares to pay the exercise price and issuing the Reporting Person the remaining 9,045 shares. The expiration date of the warrant is upon the consummation of the Issuer's initial public offering or a liquidity event (as described in such warrant). |
(5) | These shares of Common Stock were transferred to a strategic partner of the Issuer to satisfy the Reporting Person's contractual obligations under certain agreements between the Issuer, the Reporting Person, certain of the Issuer's other stockholders, and such strategic partner. |