1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series A Convertible Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
19,136,400
|
$
(1)
|
I
|
See Footnote
(2)
|
Series D Convertible Preferred Stock
|
Â
(3)
|
Â
(3)
|
Common Stock
|
1,772,596
|
$
(3)
|
I
|
See Footnote
(4)
|
Stock Option (Right to Buy)
|
Â
(5)
|
02/03/2020 |
Common Stock
|
52,265
|
$
14.71
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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 Convertible Preferred Stock represented herein is immediately convertible, and will automatically convert upon the closing of the Issuer's initial public offering, into 1,201.5068 shares of common stock, par value $0.01 per share, of the Issuer, and has no expiration date. |
(2) |
The Reporting Person is the managing member of Accretive Associates SBIC, LLC ("Accretive Associates"), which is the general partner of Accretive Investors SBIC, L.P. ("Accretive Investors"). Accretive Investors is the beneficial owner of 15,927 shares of Series A Convertible Preferred Stock, which, upon the closing of the Issuer's initial public offering, will automatically convert into 19,136,400 shares of common stock. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the Accretive Investors shares in which the Reporting Person has no actual pecuniary interest. |
(3) |
Each share of Series D Convertible Preferred Stock represented herein is immediately convertible, and will automatically convert upon the closing of the Issuer's initial public offering, into 3.92 shares of common stock, par value $0.01 per share, of the Issuer, and has no expiration date. |
(4) |
The Reporting Person is the managing member of Accretive Associates, which is the general partner of Accretive Investors. Accretive Investors is the beneficial owner of 452,193 shares of Series D Convertible Preferred Stock, which, upon the closing of the Issuer's initial public offering, will automatically convert into 1,772,596 shares of common stock. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the Accretive Investors shares in which the Reporting Person has no actual pecuniary interest. |
(5) |
The shares subject to the option vest in four equal annual installments beginning on February 3, 2011, and the option can be exercised immediately upon grant, provided that upon exercise the shares issued are subject to the same vesting and repurchase provisions that applied before exercise. |