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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 Convertible Preferred Stock | (1) | 12/21/2011 | C | 23,041,532 | (1) | (1) | Class B Common Stock (2) | 23,041,532 | (2) | 0 | D (3) | ||||
Class B Common Stock | $ 0 | 12/21/2011 | C | 23,041,532 | (2) | (2) | Class A Common Stock | 23,041,532 | $ 0 | 37,323,908 | D (3) | ||||
Series C Convertible Preferred Stock | (1) | 12/21/2011 | C | 1,679,723 | (1) | (1) | Class B Common Stock | 1,679,723 | (2) | 0 | I | See Footnote. (4) | |||
Class B Common Stock | $ 0 | 12/21/2011 | C | 1,679,723 | (2) | (2) | Class A Common Stock | 1,679,723 | $ 0 | 1,679,723 | I | See Footnote. (4) | |||
Series C Convertible Preferred Stock | (1) | 12/21/2011 | C | 102,287 | (1) | (1) | Class B Common Stock | 102,287 | (2) | 0 | I | See Footnote. (5) | |||
Class B Common Stock | $ 0 | 12/21/2011 | C | 102,287 | (2) | (2) | Class A Common Stock | 102,287 | $ 0 | 102,287 | I | See Footnote. (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KLEINER PERKINS CAUFIELD & BYERS XIII, LLC 2750 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
KPCB XIII Associates, LLC 2750 SAND HILL ROAD MENLO PARK, CA |
X | |||
KPCB Digital Growth Fund, LLC 2750 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
KPCB DGF Associates, LLC 2750 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
KPCB Digital Growth Founders Fund, LLC 2750 SAND HILL ROAD MENLO PARK, CA 94025 |
X |
/s/ Susan Biglieri, by power of attorney for Kleiner Perkins Caufield & Byers XIII, LLC | 12/21/2011 | |
**Signature of Reporting Person | Date | |
/s/ Susan Biglieri by power of attorney for KPCB XIII Associates, LLC | 12/21/2011 | |
**Signature of Reporting Person | Date | |
/s/ Susan Biglieri by power of attorney for KPCB Digital Growth Fund, LLC | 12/21/2011 | |
**Signature of Reporting Person | Date | |
/s/ Susan Biglieri by power of attorney for KPCB Digital Growth Founders Fund, LLC | 12/21/2011 | |
**Signature of Reporting Person | Date | |
/s/ Susan Biglieri by power of attorney for KPCB DGF Associates, LLC | 12/21/2011 | |
**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 share of Series B and Series C Preferred Stock automatically converted into shares of Class B Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering on December 21, 2011 and has no expiration date. |
(2) | Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock and Class C Common Stock together represent less than 10% of the aggregate combined voting power of the Issuer's capital stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) any transfer, whether or not for value, (subject to certain exceptions), or (ii) in the event of death of the Reporting Person. |
(3) | The shares are directly held by Kleiner Perkins Caufield & Byers XIII, LLC ("KPCB XIII"). The managing member of KPCB XIII is KPCB XIII Associates, LLC ("XIII Associates"). The voting and dispositive control over the shares is shared by individual managing directors of XIII Associates, none of whom has veto power. Excludes 5,053,978 shares in the aggregate beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares. |
(4) | The shares are directly held by KPCB Digital Growth Fund, LLC ("KPCB DGF"). The managing member of KPCB DGF is KPCB DGF Associates, LLC ("DGF Associates"). The voting and dispositive control over the shares is shared by individual managing members of DGF Associates, none of whom has veto power. |
(5) | The shares are directly held by KPCB Digital Growth Founders Fund, LLC ("KPCB DGFF"). The managing member of KPCB DGFF is DGF Associates. The voting and dispositive control over the shares is shared by individual managing members of DGF Associates, none of whom has veto power. |
Remarks: XIII Associates, DGF Associates and their respective managing members and directors disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that XIII Associates, DGF Associates or any of their respective managing members or directors is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |