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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 | ||||||||
| Class B Common Stock | $ 0 | 12/05/2012 | C(7) | 1,529,285 | (8)(9) | (8)(9) | Class A Common Stock | 1,529,285 | $ 0 | 4,898,367 | I | See footnote (1) | |||
| Class B Common Stock | $ 0 | 12/05/2012 | C(7) | 187,397 | (8)(9) | (8)(9) | Class A Common Stock | 187,397 | $ 0 | 600,237 | I | See footnote (2) | |||
| Class B Common Stock | $ 0 | 12/05/2012 | C(7) | 35,880 | (8)(9) | (8)(9) | Class A Common Stock | 35,880 | $ 0 | 114,923 | I | See footnote (3) | |||
| Class B Common Stock | $ 0 | 12/05/2012 | C(7) | 28,233 | (8)(9) | (8)(9) | Class A Common Stock | 28,233 | $ 0 | 90,432 | I | See footnote (4) | |||
| Class B Common Stock | $ 0 | 12/05/2012 | C(7) | 2,000,000 | (8)(9) | (8)(9) | Class A Common Stock | 2,000,000 | $ 0 | 6,406,084 | I | See footnote (10) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FENTON PETER H 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025 |
X | X | ||
| /s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton | 12/07/2012 | |
| **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) | Shares are owned directly by Benchmark Capital Partners V, L.P. ("BCP V"). |
| (2) | Shares are owned directly by Benchmark Founders' Fund V, L.P. ("BFF V"). |
| (3) | Shares are owned directly by Benchmark Founders' Fund V-A, L.P. ("BFF V-A"). |
| (4) | Shares are owned directly by Benchmark Founders' Fund V-B, L.P. ("BFF V-B"). |
| (5) | Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have had the sole voting and dispositive power over 2,000,000 shares of the Issuer's Class A Common Stock being distributed by the Benchmark V Funds. BCMC V and each of its managing members 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 BCMC V and its managing members is the beneficial owner of these shares for purposes of Section 16 of any other purpose. |
| (6) | Represents a pro rata, in-kind distribution by BCP V and its affiliated funds (the "Benchmark V Funds"),without additional consideration, to their respective partners. As part of this distribution, BCMC V received 504,565 shares of Class A Common Stock, which was immediately distributed to its members and assignees. |
| (7) | Upon the pro rata distribution by the Benchmark V Funds being reported hereunder, each share of Class B Common Stock distributed was automatically converted into one share of Class A Common Stock. |
| (8) | 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. All Class A Common Stock and Class B Common Stock will convert automatically into Common Stock on the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock and (ii) seven years following the effective date of the issuer's initial public offering. |
| (9) | In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock (i) upon such date as is specified by the affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B common stock, (ii) upon any transfer, whether or not for value (subject to certain exceptions), or (iii) in the event of the death or disability (as defined in the amended and restated certificate of incorporation of the issuer) of the reporting person. |
| (10) | BCMC V, the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have the sole voting and dispositive power over 6,406,084 shares of the Issuer's Class B Common Stock held by the Benchmark V Funds. BCMC V and each of its managing members 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 BCMC V and its managing members is the beneficial owner of these shares for purposes of Section 16 of any other purpose. |
| (11) | Represents a pro rata distribution by BCMC V and the Benchmark V Funds without additional consideration to their partners, members and assignees. |
| (12) | Shares are owned directly by Peter H. Fenton's family trust. |
| (13) | Shares are owned directly by Benchmark Capital Holdings Co., L.L.C., which serves as the Benchmark V Funds' management company and is under common control with BCMC V. |
| (14) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.6675 to $18.68, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 14 to this Form 4. |
| Remarks: Alexandre Balkanski, Bruce W. Dunlevie, J. William Gurley, Keith R. Harvey, Robert C. Kagle, Steven M. Spurlock, Peter H. Fenton and Mitchell H. Lasky are the managing members of BCMC V, which serves as the general partner to each of BCP V, BFF V, BFF V-A and BFF V-B. Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such reporting persons' pecuniary interest in such securities. This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by BCMC V, its managing members and the Benchmark V Funds. | |