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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-1 Preferred Stock | (1) | 10/30/2013 | C | 1,000,000 | (1) | (1) | Common Stock | 200,000 | $ 0 | 0 | D (2) | ||||
| Series A-2 Preferred Stock | (1) | 10/30/2013 | C | 5,000,000 | (1) | (1) | Common Stock | 1,000,000 | $ 0 | 0 | D (2) | ||||
| Series A-3 Preferred Stock | (1) | 10/30/2013 | C | 10,489,738 | (1) | (1) | Common Stock | 2,097,947 | $ 0 | 0 | D (2) | ||||
| Series A-3 Preferred Stock Warrants | $ 1 | 10/30/2013 | C | 750,000 | (4) | (4) | Common Stock | 150,000 | $ 0 | 0 | D (2) | ||||
| Common Stock Warrant (Right to Buy) | $ 5 (5) | 10/30/2013 | C | 150,000 | (4) | (4) | Common Stock | 150,000 | $ 0 | 150,000 | D (2) | ||||
| Series B Preferred Stock Warrants | $ 0.01 | 10/30/2013 | C | 1,117,418 | (6) | (6) | Common Stock | 223,483 | $ 0 | 0 | D (2) | ||||
| Common Stock Warrant (Right to Buy) | $ 0.05 (7) | 10/30/2013 | C | 223,483 | (6) | (6) | Common Stock | 223,483 | $ 0 | 223,483 | D (2) | ||||
| Convertible Promissory Note | (3) | 10/30/2013 | C | 5,081,521 | (3) | (3) | Common Stock | 508,152 | $ 0 | 0 | D (2) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ACP IV, L.P. ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO, CA 94111 |
X | |||
| ACMP IV LLC ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO, CA 94111 |
X | |||
| JANNEY DANIEL ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO, CA 94111 |
X | |||
| NOHRA GUY P ONE EMBARCADERO CENTER, SUITE 3700 SAN FRANCISCO, CA 94111 |
X | |||
| Daniel Janney | 11/01/2013 | |
| **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 A-1 Preferred Stock, Series A-2 Preferred Stock Series A-3 Preferred Stock, Series A-3 Preferred Stock Warrants and Series B Preferred Stock Warrants automatically converted into shares of Common Stock on a one-for-five basis upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
| (2) | These securities are held by ACP IV, L.P ("ACP IV"). Daniel S. Janney and Guy P. Nohra are directors of ACMP IV, LLC, the general partner of ACP IV and disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
| (3) | The Convertible Notes automatically converted into Common Stock on a 10 for 1 basis upon the closing of the Issuer's initial public offering without payment of further consideration and had no expiration date. |
| (4) | Warrants will expire as follows: (i) warrant representing 375,000 shares on 3/17/2019; and (ii) warrant representing 375,000 shares on 11/2/2019. |
| (5) | The Series A-3 Preferred Stock warrants to purchase shares of the Issuer's Series A-3 Preferred Stock were exercisable at a price of $1.00 per share at any time during their term. Upon completion of the Issuer's initial public offering, the Series A-3 warrants automatically became exercisable for 150,000 shares of the Issuer's Common Stock at an exercise price of $5.00 per share. |
| (6) | Warrants will expire as follows: (i) warrant representing 186,236 shares on 12/7/2019; (ii) warrant representing 186,236 shares on 3/28/2020; (iii) warrant representing 279,355 shares on 5/23/2020; (iv) warrant representing 279,355 shares on 8/9/2020; and (v) warrant representing 186,236 shares on 9/30/2020. |
| (7) | The Series B Preferred Stock warrants to purchase shares of the Issuer's Series B Preferred Stock were exercisable at a price of $0.01 per share at any time during their term. Upon completion of the Issuer's initial public offering, the Series B Preferred Stock warrants automatically became exercisable for 223,483 shares of the Issuer's Common Stock at an exercise price of $0.05 per share. |