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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 A Preferred Stock | (1) | 06/20/2006 | C | 3,751,830 | (4) | (4) | Common Stock | 3,751,830 | $ 0 | 0 | D (4) | ||||
| Series A Preferred Stock | (1) | 06/20/2006 | C | 41,274 | (4) | (4) | Common Stock | 41,274 | $ 0 | 0 | I (3) | See Footnote (3) | |||
| Stock Option (Right to Buy) | $ 8.98 | (5) | 02/10/2016 | Common Stock | 25,000 | 25,000 | I | See Footnote (6) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ABS VENTURES VI L P 890 WINTER STREET SUITE 225 WALTHAM, MA 02451 |
X | |||
| Calvert Capital IV L.L.C. 890 WINTER STREET SUITE 225 WALTHAM, MA 02451 |
X | |||
| GRAYSON BRUNS H ABS VENTURES 1 SOUTH STREET BALTIMORE, MD 21202 |
X | |||
| Burgess R William JR 890 WINTER STREET SUITE 225 WALTHAM, MA 02451 |
X | |||
| /s/ Bruns H. Grayson | 06/22/2006 | |
| **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) | Preferred stock automatically converted upon the consummation of the Issuer's initial public offering on a one-for-one basis. |
| (2) | Shares held by ABS Ventures VI L.P. through its wholly owned subsidiary ABS Ventures VI L.L.C. Calvert Capital IV L.L.C., the general partner of ABS Ventures VI L.P., and Bruns H. Grayson and R. William Burgess Jr., the Managers of Calvert Capital IV L.L.C., share voting and dispositive power over shares held by ABS Ventures VI L.P. and its subsidiary. Messrs. Grayson and Burgess disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein. |
| (3) | Shares held by ABS Investors L.L.C. Mr. Grayson is the Senior Manager of ABS Investors L.L.C. and has voting and dispositive power over all shares held by such entity. Mr. Grayson disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| (4) | Not applicable. |
| (5) | The shares underlying the option are subject to a right of repurchase in favor of Issuer. This right of repurchase shall lapse with respect to the first 33% of the shares when the Reporting Person completes 12 moths of continuous service after February 10, 2006. The right of repurchase shall lapse with respect to an additional 1/48th of the shares subject to the option when the Reporting Person completes each month of continuous service thereafter. |
| (6) | Option was assigned by Scott Yaphe, a director of the Issuer and member of Calvert Capital IV L.L.C., to Calvert Capital Management Company. Messrs. Grayson and Burgess are officers, directors and shareholders of such entity and share voting and dispositive power over the shares held by such entity. Mr. Yaphe does not have voting or dispositive control over securities held by such entity and Mr. Yaphe disclaims beneficial ownership of such securities other than to the extent of his pecuniary interest therein. |