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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) | 04/04/2012 | C | 468,647 | (5) | (6) | Common Stock | 468,647 | (1) | 0 | I | See Footnote (3) | |||
Series E Convertible Preferred Stock | (2) | 04/04/2012 | C | 971,753 | (5) | (6) | Common Stock | 971,753 | (2) | 0 | I | See Footnote (3) | |||
Convertible Promissory Notes | (4) | 04/04/2012 | C | 189,050 | (5) | (6) | Common Stock | 189,050 | (4) | 0 | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DEMPSEY NEAL 490 S. CALIFORNIA AVE., SUITE 200 PALO ALTO, CA 94306 |
X |
/s/ Taylor Browning, Attorney-in-fact | 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) | The shares reflect the automatic conversion of 468,647 shares of the Issuer's Series D Preferred Stock for 468,647 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering. |
(2) | The shares reflect the automatic conversion of 971,753 shares of the Issuer's Series E Preferred Stock for 971,753 shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering. |
(3) | The Reporting Person, a Director of the Issuer, is a Manager of Bay Management Company XI, LLC and shares voting and dispositive power over shares held by Bay Partners XI Parallel Fund, L.P. and Bay Partners XI, L.P but disclaims beneficial ownership of such securities except to the extent of his proportionate pecuniary interest therein. |
(4) | Notes and accrued interest in the aggregate of $1,134,304.20 converted automatically upon the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price of $6.00 per share. |
(5) | Immediately convertible into shares of the Issuer's common stock. |
(6) | These shares have no expiration date. |