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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 Convertible Preferred Stock | (1) | 04/02/2012 | C | 20,478 | (1) | (1) | Common Stock | 20,478 | (1) | 0 | I | By Granite Global Ventures L.P. (2) | |||
Series D Convertible Preferred Stock | (1) | 04/02/2012 | C | 1,198,469 | (1) | (1) | Common Stock | 1,198,469 | (1) | 0 | I | By Granite Global Ventures (Q.P.) L.P. (3) | |||
Series E Convertible Preferred Stock | (1) | 04/02/2012 | C | 922 | (1) | (1) | Common Stock | 922 | (1) | 0 | I | By Granite Global Ventures L.P. (2) | |||
Series E Convertible Preferred Stock | (1) | 04/02/2012 | C | 53,988 | (1) | (1) | Common Stock | 53,988 | (1) | 0 | I | By Granite Global Ventures (Q.P.) L.P. (3) | |||
Series F Convertible Preferred Stock | (1) | 04/02/2012 | C | 6,013 | (1) | (1) | Common Stock | 6,013 | (1) | 0 | I | By Granite Global Ventures L.P. (2) | |||
Series F Convertible Preferred Stock | (1) | 04/02/2012 | C | 351,914 | (1) | (1) | Common Stock | 351,914 | (1) | 0 | I | By Granite Global Ventures (Q.P.) L.P. (3) | |||
Series E Conv. Pref. Stock Purch. Warrant (Right to Buy) | $ 6.61 | 04/02/2012 | C | 276 | (4) | 10/19/2015 | Series E Convertible Preferred Stock (1) | 276 | (1) | 0 | I | By Granite Global Ventures L.P. (2) | |||
Common Stock Purchase Warrant (Right to Buy) | $ 6.61 | 04/02/2012 | C | 276 | (4) | 10/19/2015 | Common Stock | 276 | (1) | 276 | I | By Granite Global Ventures L.P. (2) | |||
Series E Conv. Pref. Stock Purch. Warrant (Right to Buy) | $ 6.61 | 04/02/2012 | C | 16,196 | (4) | 10/19/2015 | Series E Convertible Preferred Stock (1) | 16,196 | (1) | 0 | I | By Granite Global Ventures (Q.P.) L.P. (3) | |||
Common Stock Purchase Warrant (Right to Buy) | $ 6.61 | 04/02/2012 | C | 16,196 | (4) | 10/19/2015 | Common Stock | 16,196 | (1) | 16,196 | I | By Granite Global Ventures (Q.P.) L.P. (3) | |||
Call Option (Right to Buy) | $ 17.78 | 04/02/2012 | P | 1 | 04/02/2012 | 04/03/2012 | Common Stock | 285,769 | $ 17.78 | 1 | I | By Granite Global Ventures (Q.P.) L.P. (3) (5) | |||
Call Option (Right to Buy) | $ 17.78 | 04/02/2012 | P | 1 | 04/02/2012 | 04/03/2012 | Common Stock | 4,883 | $ 17.78 | 1 | I | By Granite Global Ventures L.P. (2) (5) | |||
Put Option (Obligation to Buy) | $ 17.78 | 04/02/2012 | S | 285,769 | 04/02/2012 | 04/03/2012 | Common Stock | 759,248 | $ 17.78 | 285,769 | I | By Granite Global Ventures (Q.P.) L.P. (3) (6) | |||
Put Option (Obligation to Buy) | $ 17.78 | 04/02/2012 | S | 4,883 | 04/02/2012 | 04/03/2012 | Common Stock | 4,883 | $ 17.78 | 4,883 | I | By Granite Global Ventures L.P. (2) (6) | |||
Put Option (Obligation to Buy) | $ 17.78 | 04/02/2012 | X | 285,769 | 04/02/2012 | 04/03/2012 | Common Stock | 285,769 | $ 0 | 0 | I | By Granite Global Ventures (Q.P.) L.P. (3) (6) | |||
Put Option (Obligation to Buy) | $ 17.78 | 04/02/2012 | X | 4,883 | 04/02/2012 | 04/03/2012 | Common Stock | 4,883 | $ 0 | 0 | I | By Granite Global Ventures L.P. (2) (6) | |||
Stock Option (Right to Buy) | $ 0.3 | 04/02/2012 | X | 41,747 | (4) | 05/16/2012 | Common Stock | 41,747 | $ 0 | 41,747 | I | By Granite Global Ventures (Q.P.) L.P. (3) | |||
Stock Option (Right to Buy) | $ 0.3 | 04/02/2012 | X | 713 | (4) | 05/16/2012 | Common Stock | 713 | $ 0 | 713 | I | By Granite Global Ventures L.P. (2) | |||
Stock Option (Right to Buy) | $ 1.08 | 04/02/2012 | X | 31,421 | (4) | 01/27/2015 | Common Stock | 31,421 | $ 0 | 31,421 | I | By Granite Global Ventures (Q.P.) L.P. (3) | |||
Stock Option (Right to Buy) | $ 1.08 | 04/02/2012 | X | 537 | (4) | 01/27/2015 | Common Stock | 537 | $ 0 | 537 | I | By Granite Global Ventures L.P. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Nada Hany C/O GGV CAPITAL 2494 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
X |
/s/ Hany M. Nada | 04/04/2012 | |
**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) | Each share of Series D, Series E and Series F Convertible Preferred Stock is convertible into one share of common stock upon the completion of the Issuer's initial public offering and has no expiration date. |
(2) | The shares are owned by Granite Global Ventures L.P. ("GGV LP"), which is under common control with Granite Global Ventures (Q.P.) L.P. ("QP LP"). Granite Global Ventures L.L.C. (the "General Partner") serves as the general partner of GGV LP and QP LP and possesses power to direct the voting and disposition of the shares owned by GGV LP and QP LP and may be deemed to have indirect beneficial ownership of the shares held by GGV LP and QP LP. The General Partner owns no securities of the Issuer directly. The Reporting Person is a member of the investment committee of the General Partner. As such, the Reporting Person shares voting and investment power over the shares held by GGV LP. The Reporting Person disclaims beneficial ownership of the shares held by GGV LP except to the extent of his proportionate pecuniary interest therein. |
(3) | The shares are owned by QP LP. The Reporting Person is a member of the investment committee of the General Partner. As such, the Reporting Person shares voting and investment power over the shares held by QP LP. The Reporting Person disclaims beneficial ownership of the shares held by QP LP except to the extent of his proportionate pecuniary interest therein. |
(4) | Immediately exercisable. |
(5) | Consists of the option to purchase from Robert Shostak of an aggregate of (i) 212,601shares of Common Stock and options to purchase 73,168 share of Common Stock and (ii) 3,633shares of Common Stock and options to purchase 1,250 share of Common Stock by QP LP and GGV LP, respectively, at a per share price of $17.78 subject to that certain Put and Call Agreement with Dr. Shostak, as amended, as disclosed in the issuer's Form S-1, incorporated herein by reference (the "Put/Call Agreement"). |
(6) | Consists of the obligation to purchase from Dr. Shostak of an aggregate of (i) 212,601shares of Common Stock and options to purchase 73,168 share of Common Stock and (ii) 3,633shares of Common Stock and options to purchase 1,250 share of Common Stock by QP LP and GGV LP, respectively, at a per share price of $17.78 subject to the Put/Call Agreement. |