|
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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | $ 0 | 07/19/2011 | C(1) | 7,586,206 | (1) | (1) | Class A Common Stock | 2,244,440 (1) | $ 0 | 0 | I | See Footnote (2) | |||
| Series B Preferred Stock | $ 0 | 07/19/2011 | C(1) | 758,621 | (1) | (1) | Class A Common Stock | 224,443 (1) | $ 0 | 0 | I | See Footnote (2) | |||
| Series C Preferred Stock | $ 0 | 07/19/2011 | C(1) | 432,644 | (1) | (1) | Class A Common Stock | 128,001 (1) | $ 0 | 0 | I | See Footnote (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GURLEY J WILLIAM C/O BENCHMARK CAPITAL 2480 SANDHILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
X | X | ||
| /s/ Steven M. Spurlock, by power of attorney for J. William Gurley | 07/19/2011 | |
| **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 Preferred Stock converted into Class A Common Stock on a 3.38-to-1 basis upon the effectiveness of the issuer's registration statement on Form S-1 under the Securities Act of 1933, filed in connection with the issuer's initial public offering, and had no expiration date. Any fractional share resulting from the conversion was cashed out. |
| (2) | Consists of shares held by Benchmark Capital Partners V, L.P. ("BCP V") as nominee for Benchmark Capital Partners V, L.P., Benchmark Founders Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B") and related individuals (collectively, "the Benchmark Funds"). Benchmark Capital Management Co. V, L.L.C. ("BCMC V") is the general partner of each of BCP V, BFF V, BFF V-A and BFF V-B. BCMC V's managing members are Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock. These individuals may be deemed to have shared voting and investment power over the shares held by the Benchmark Funds. Each of these individuals disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| Remarks: This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by BCP V, its managing members and the Benchmark V Funds. Form 3 of 3. | |