Edgar Filing: Lai Teh-Tsung

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Acer Technology Ventures Management, LLC

2. Issuer Name and Ticker or Trading Symbol
IROBOT CORP [IRBT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

5201 GREAT AMERICA PARKWAY, SUITE 270

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2005

(Street)

SANTA CLARA, CA 95054

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/15/2005		C		1,336,370	A	$ 0 ⁽¹⁾	1,336,370	I	See Footnote ⁽²⁾
Common Stock	11/15/2005		C		352,864	A	$ 0 ⁽¹⁾	352,864	I	See Footnote ⁽³⁾
Common Stock	11/15/2005		C		218,926	A	$ 0 ⁽¹⁾	218,926	I	See Footnote ⁽⁴⁾
Common Stock	11/15/2005		C		407,726	A	$ 0 ⁽¹⁾	407,726	I	See Footnote ⁽⁵⁾
Common Stock	11/15/2005		C		162,719	A	$ 0 ⁽¹⁾	162,719	I	See Footnote ⁽⁶⁾
Common Stock	11/15/2005		S		31,098 ⁽⁷⁾	D	$ 24	321,766	I	See Footnote ⁽³⁾
Common Stock	11/15/2005		S		49,871 ⁽⁷⁾	D	$ 24	169,055	I	See Footnote ⁽⁴⁾
Common Stock								2,000	I	See Footnote ⁽⁸⁾
Common Stock								4,000	I	See Footnote ⁽⁹⁾

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

11/15/2005

1,336,370

⁽¹⁾

Common Stock

1,336,370

$ 0

See Footnote ⁽²⁾

Series C Preferred Stock

⁽¹⁾

11/15/2005

352,864

⁽¹⁾

Common Stock

352,864

$ 0

See Footnote ⁽³⁾

Series D Preferred Stock

⁽¹⁾

11/15/2005

218,926

⁽¹⁾

Common Stock

218,926

$ 0

See Footnote ⁽⁴⁾

Series E Preferred Stock

⁽¹⁾

11/15/2005

407,726

⁽¹⁾

Common Stock

407,726

$ 0

See Footnote ⁽⁵⁾

Series F Preferred Stock

⁽¹⁾

11/15/2005

162,719

⁽¹⁾

Common Stock

162,719

$ 0

See Footnote ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Acer Technology Ventures Management, LLC 5201 GREAT AMERICA PARKWAY SUITE 270 SANTA CLARA, CA 95054		X
iD America 1, LLC 5201 GREAT AMERICA PARKWAY SUITE 270 SANTA CLARA, CA 95054		X
iD6 Fund, L.P. 5201 GREAT AMERICA PARKWAY SUITE 270 SANTA CLARA, CA 95054		X
IP Fund One, L.P. 5201 GREAT AMERICA PARKWAY SUIT 270 SANTA CLARA, CA 95054		X
Lai Teh-Tsung C/O ID AMERICA 1, LLC 5201 GREAT AMERICA PARKWAY SANTA CLARA, CA 95054		X
Acer Technology Ventures America, LLC 5201 GREAT AMERICA PARKWAY SUITE 270 SANTA CLARA, CA 95054		X
Acer Technology Ventures Fund, L.P. 5201 GREAT AMERICA PARKWAY SUITE 270 SANTA CLARA, CA 95054		X
Lu James C C/O ACER TECHNOLOGY VENTURES MANAGEMENT 5201 GREAT AMERICA PARKWAY, SUITE 270 SANATA CLARA, CA 95054		X

Signatures

(See signatures included in Exhibit 99.1)		11/15/2005
^**Signature of Reporting Person		Date
/s/ Glen D. Weinstein, Attorney-in-fact		11/15/2005
^**Signature of Reporting Person		Date
/s/ Glen D. Weinstein, Attorney-in-fact		11/15/2005
^**Signature of Reporting Person		Date
/s/ Glen D. Weinstein, Attorney-in-fact		11/15/2005
^**Signature of Reporting Person		Date
/s/ Glen D. Weinstein, Attorney-in-fact		11/15/2005
^**Signature of Reporting Person		Date
/s/ Glen D. Weinstein, Attorney-in-fact		11/15/2005
^**Signature of Reporting Person		Date
/s/ Glen D. Weinstein, Attorney-in-fact		11/15/2005
^**Signature of Reporting Person		Date
/s/ Glen D. Weinstein, Attorney-in-fact		11/15/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 automatically converted upon the consummation of the Issuer?s initial public offering on a one-for-one basis.
(2)	See "Notes to Footnote 2" in Exhibit 99.2
(3)	See "Notes to Footnote 3" in Exhibit 99.2
(4)	See "Notes to Footnote 4" in Exhibit 99.2
(5)	See "Notes to Footnote 5" in Exhibit 99.2
(6)	See "Notes to Footnote 6" in Exhibit 99.2
(7)	Shares sold pursuant to the exercise of the over-allotment option in connection with the intial public offering of common stock of iRobot Corporation.
(8)	Consists of shares held directly by Teh-Tsung Lai.
(9)	Consists of shares held directly by James C. Lu.

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