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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 B Preferred Stock | (1) | 12/18/2007 | C | 2,667,034 | (1) | (1) | Common Stock | 522,947 | $ 0 | 0 | D (2) | ||||
Series C Preferred Stock | (1) | 12/18/2007 | C | 5,295,631 | (1) | (1) | Common Stock | 1,038,306 | $ 0 | 0 | D (2) | ||||
Series B Preferred Stock Warrants (Right to buy) | $ 1.34 | 12/18/2007 | C | 1,164,179 | (3) | 04/08/2008 | Series B Preferred Stock | 1,164,179 | $ 0 | 0 | D (2) | ||||
Common Stock Warrants (Right to buy) | $ 6.83 | 12/18/2007 | C | 228,270 | (3) | 04/08/2008 | Common Stock | 228,270 | $ 0 | 228,270 | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MOLLUSK HOLDINGS LLC 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK, CA 94596 |
X | |||
CEPHALOPOD CORP 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK, CA 94596 |
X | |||
LAWRENCE INVESTMENTS LLC 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK, CA 94596 |
X | |||
ELLISON LAWRENCE JOSEPH 500 ORACLE PARKWAY REDWOOD SHORES, CA 94065 |
X |
Philip B. Simon, President of Cephalopod Corporation, Member of Mollusk Holdings, LLC | 03/28/2008 | |
**Signature of Reporting Person | Date | |
Philip B. Simon, President | 03/28/2008 | |
**Signature of Reporting Person | Date | |
Philip B. Simon, Member | 03/28/2008 | |
**Signature of Reporting Person | Date | |
Philip B. Simon, Attorney-in-Fact | 03/28/2008 | |
**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 series of Preferred Stock converted into Common Stock automatically upon the consummation of the Issuer's initial public offering. The ratio for conversion of each series of Preferred Stock to Common Stock was 5.1 to 1, as provided in the Issuer's Certificate of Incorporation, and has no expiration date. |
(2) | The reported securities owned directly by the above named reporting person are owned indirectly by Cephalopod Corporation, Lawrence Investments, LLC and Lawrence J. Ellison through direct and indirect ownership of the membership interests in Mollusk Holdings, LLC. Cephalopod Corporation, Lawrence Investments, LLC and Lawrence J. Ellison disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein. For more information, please see Schedule 13G filed on February 14, 2008. |
(3) | The warrant became exercisable on the date of issuance. The warrant as issued represented the right to purchase 1,164,179 shares of Series B Preferred Stock at a strike price of $1.34 per share and was automatically converted upon the Issuer's initial public offering into a warrant to purchase common stock based on a conversion ratio of 5.1 to 1. |
Remarks: Philip B. Simon signed for Lawrence J. Ellison pursuant to Limited Power of Attorney for Lawrence J. Ellison for Filings with the Securities and Exchange Commission, incorporated by reference to Exhibit 99.2 to the Schedule 13G filed by Mollusk, Cephalopod, Lawrence Investments and Lawrence J. Ellison in regard to Leapfrog Enterprises, Inc. on February 14, 2006. |