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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 Preferred Stock | (1) | 01/28/2015 | C | 4,012,366 | (1) | (1) | Existing Class A Common Stock | 4,012,366 | $ 0 | 0 | I | See footnote (3) | |||
Series D Preferred Stock | (1) | 01/28/2015 | C | 99,086 | (1) | (1) | Existing Class A Common Stock | 99,086 | $ 0 | 0 | I | See footnote (4) | |||
Series D-1 Preferred Stock | (2) | 01/28/2015 | C | 486,042 | (2) | (2) | Existing Class A Common Stock | 486,042 | $ 0 | 0 | I | See footnote (3) | |||
Series D-1 Preferred Stock | (2) | 01/28/2015 | C | 12,003 | (2) | (2) | Existing Class A Common Stock | 12,003 | $ 0 | 0 | I | See footnote (4) | |||
Class B Common Stock (6) | (6) | 01/28/2015 | J | 4,498,408 | (6) | (6) | Class A Common Stock | 4,498,408 | $ 0 | 4,498,408 | I | See footnote (3) | |||
Class B Common Stock (6) | (6) | 01/28/2015 | J | 111,089 | (6) | (6) | Class A Common Stock | 111,089 | $ 0 | 111,089 | I | See footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Meritech Capital Associates IV, L.L.C. 245 LYTTON AVENUE, SUITE 125 PALO ALTO, CA 94301 |
X | |||
Meritech Capital Partners IV L.P. 245 LYTTON AVENUE, SUITE 125 PALO ALTO, CA 94301 |
X | |||
Meritech Capital Affiliates IV L.P. 245 LYTTON AVENUE, SUITE 125 PALO ALTO, CA 94301 |
X | |||
Sherman Craig 245 LYTTON AVENUE, SUITE 125 PALO ALTO, CA 94301 |
X | |||
MADERA PAUL S 245 LYTTON AVENUE, SUITE 125 PALO ALTO, CA 94301 |
X | |||
GORDON MICHAEL B 245 LYTTON AVENUE, SUITE 125 PALO ALTO, CA 94301 |
X | |||
Bischof George 245 LYTTON AVENUE, SUITE 125 PALO ALTO, CA 94301 |
X | |||
Ward Rob 245 LYTTON AVENUE, SUITE 125 PALO ALTO, CA 94301 |
X |
/s/ Joel Backman, attorney-in-fact for Meritech Capital Associates IV L.L.C. | 01/28/2015 | |
**Signature of Reporting Person | Date | |
/s/ Joel Backman, attorney-in-fact for Meritech Capital Partners IV L.P. | 01/28/2015 | |
**Signature of Reporting Person | Date | |
/s/ Joel Backman, attorney-in-fact for Meritech Capital Affiliates IV L.P. | 01/28/2015 | |
**Signature of Reporting Person | Date | |
/s/ Joel Backman, attorney-in-fact for Craig Sherman | 01/28/2015 | |
**Signature of Reporting Person | Date | |
/s/ Joel Backman, attorney-in-fact for Paul Madera | 01/28/2015 | |
**Signature of Reporting Person | Date | |
/s/ Joel Backman, attorney-in-fact for Michael Gordon | 01/28/2015 | |
**Signature of Reporting Person | Date | |
/s/ Joel Backman, attorney-in-fact for George Bischof | 01/28/2015 | |
**Signature of Reporting Person | Date | |
/s/ Joel Backman, attorney-in-fact for Rob Ward | 01/28/2015 | |
**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 Series D Preferred Stock automatically converted into the Issuer's existing Class A Common Stock ("Existing Class A Common Stock") on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(2) | The Series D-1 Preferred Stock automatically converted into Existing Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(3) | The reported securities are held of record by Meritech Capital Partners IV L.P. ("MCP IV"). Meritech Capital Associates IV L.L.C., the general partner of MCP IV, has sole voting and dispositive power with respect to the securities held by MCP IV. Paul S. Madera, Michael B. Gordon, Robert D. Ward, George H. Bischof and Craig Sherman, the managing members of Meritech Capital Associates IV L.L.C., share voting and dispositive power with respect to the shares held by MCP IV. Such persons and entities disclaim beneficial ownership of the securities held by MCP IV except to the extent of any pecuniary interest therein. |
(4) | The reported securities are held of record by Meritech Capital Affiliates IV L.P ("MCA IV"). Meritech Capital Associates IV L.L.C., the general partner of MCA IV, has sole voting and dispositive power with respect to the securities held by MCA IV. Paul S. Madera, Michael B. Gordon, Robert D. Ward, George H. Bischof and Craig Sherman, the managing members of Meritech Capital Associates IV L.L.C., share voting and dispositive power with respect to the shares held by MCA IV. Such persons and entities disclaim beneficial ownership of the securities held by MCA IV except to the extent of any pecuniary interest therein. |
(5) | Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Existing Class A Common Stock, each share of Existing Class A Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. |
(6) | Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |