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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 D Convertible Redeemable Preferred Stock | (1) | 06/30/2009 | C | 2,149,105 | (1) | (1) | Common Stock | 4,298,210 | $ 0 | 0 | D (2) | ||||
Series D Convertible Redeemable Preferred Stock | (1) | 06/30/2009 | C | 287,318 | (1) | (1) | Common Stock | 574,636 | $ 0 | 0 | D (3) | ||||
Series D Convertible Redeemable Preferred Stock | (1) | 06/30/2009 | C | 264,853 | (1) | (1) | Common Stock | 529,706 | $ 0 | 0 | D (4) | ||||
Series D Convertible Redeemable Preferred Stock | (1) | 06/30/2009 | C | 17,077 | (1) | (1) | Common Stock | 34,154 | $ 0 | 0 | D (5) | ||||
Series D Convertible Redeemable Preferred Stock | (1) | 06/30/2009 | C | 2,718,353 | (1) | (1) | Common Stock | 5,436,701 | $ 0 | 0 | I (6) (7) | See footnotes (6) (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
INSIGHT VENTURE PARTNERS IV LP 527 MADISON AVENUE 10TH FLOOR NEW YORK, NY 10022 |
X | |||
Insight Venture Partners IV (Co-Investors), L.P. 680 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10019 |
X | |||
Insight Venture Partners IV (Cayman), L.P. 680 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10019 |
X | |||
Insight Venture Partners IV (Fund B), L.P. 680 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10019 |
X | |||
Insight Venture Associates IV, LLC 680 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10019 |
X | |||
Insight Holdings Group, LLC 680 FIFTH AVENUE, 8TH FLOOR NEW YORK, NY 10019 |
X |
Jeffrey Horing | 07/01/2009 | |
**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 Issuer's Series D Convertible Redeemable Preferred Stock automatically converted into Common Stock on a two-for-one basis immediately prior to the closing of the Issuer's initial public offering. |
(2) | The amount listed reflects the beneficial ownership of the Issuer's securities owned by Insight Venture Partners IV, L.P. ("IVP IV"), all of which may be deemed attributable to Insight Venture Associates IV, L.L.C. (the "Insight GP"), because the Insight GP is the sole general partner of IVP IV. |
(3) | The amount listed reflects the beneficial ownership of the Issuer's securities owned by Insight Venture Partners (Cayman) IV, L.P. ("IVP IV Cayman"), all of which may be deemed attributable to the Insight GP because the Insight GP is the sole general partner of IVP IV Cayman. |
(4) | The amount listed reflects the beneficial ownership of the Issuer's Securities owned by Insight Venture Partners IV (Co-Investors), L.P. ("IVP IV CO"), all of which may be deemed attributable to the Insight GP because the Insight GP is the sole general partner of IVP IV CO. |
(5) | The amount listed reflects the beneficial ownership of the Issuer's securities owned by Insight Venture Partners IV (Fund B), L.P. ("IVP Fund B" together with IVP IV, IVP IV CO and IVP IV Cayman, the "Insight Funds"), all of which may be deemed attributable to the Insight GP because the Insight GP is the sole general partner of IVP Fund B. |
(6) | The amount listed reflects the beneficial ownership of the Issuer's securities owned by the Insight Funds, all of which may be deemed attributable to the Insight GP because the Insight GP is the sole general partner of each of the Insight Funds. |
(7) | The amount listed reflects the beneficial ownership of the Issuer's securities owned by the Insight Funds and the Insight GP, all of which may be attributable to Insight Holdings Group, L.L.C. ("Holdings") because Holdings is the managing member of the Insight GP. |
(8) | Represents public offering price of $14.00 per share less the underwriter's discount of $0.98 per share. |