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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 | (4) | 06/02/2014 | J(5) | 230,141 | (4) | (4) | Class A Common Stock | 230,141 | (4) | 0 | I | See Footnote (5) | |||
| Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 109,653 | 109,653 | I | See Footnote (2) (6) | |||||||
| Class B Common Stock | (4) | 06/02/2014 | J(1) | 227,378 | (4) | (4) | Class A Common Stock | 227,378 | (4) | 8,228,803 | I | See Footnote (7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Khosla Ventures II, L.P. 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| Khosla Ventures Associates II, LLC 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| VK Services, LLC 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| Weiden David 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| KHOSLA VINOD C/O KHOSLA VENTURES 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| /s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates II, LLC, in its capacity as general partner of Khosla Ventures II, L.P. | 06/04/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates II, LLC | 06/04/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Kimberly Totah, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC | 06/04/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Kimberly Totah, as attorney in fact for David Weiden | 06/04/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Kimberly Totah, as attorney in fact for Vinod Khosla | 06/04/2014 | |
| **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) | On June 2, 2014, 227,378 shares of Class B Common Stock held by Khosla Ventures II, LP ("KV II") were distributed to certain of the members of Khosla Ventures Associates II, LLC ("KVA II"), of which David Weiden and VK Services, LLC ("VK Services") are reporting persons of the Issuer. As part of the distribution, such members of KVA II received shares of Class A Common Stock as a result of an automatic conversion pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation. |
| (2) | Consists of securities held of record by VK Services, LLC. Vinod Khosla may be deemed to possess voting and investment control over such shares, and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
| (3) | Consists of securities held of record by David Weiden. |
| (4) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock held by a shareholder will convert automatically into one share of Class A Common Stock upon (i) any transfer of such shares (subject to certain exceptions), or (ii) the death of a natural person holding such shares. In addition, each share of Class B Common Stock outstanding will convert automatically into one share of Class A Common Stock upon (i) the date specified by the holders of at least 67% of the outstanding shares of Class B Common Stock, (ii) 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 or (iii) the seven-year anniversary of the closing date of the Issuer's initial public offering (subject to certain exceptions). |
| (5) | Consists of securities that were originally purchased by KV II and then distributed by KV II to KVA II, which in turn distributed such securities to members and affiliates of members of KVA II (the "Distributed Securities"). On June 2, 2014, KVA II released 230,141 of the Distributed Securities from KVA II's voting and investment control. Each of KVA II, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such shares, and each of KVA II, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
| (6) | Consists of securities that were released from KVA II's voting and investment control as Distributed Securities and are no longer subject to KVA II's voting and investment control. |
| (7) | Consists of securities held of record by KV II. Each of (i) KVA II, which is the general partner of KV II, (ii) VK Services, which is the manager of KVA II, and (iii) Vinod Khosla, who is the managing member of VK Services, may be deemed to possess voting and investment control over such shares, and each of KVA II, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such shares. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |