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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) | 03/17/2014 | C | 296,981 | (2) | (2) | Common Stock | 340,797 | (1) | 0 | I | By Funds (3) | |||
| Series B Preferred Stock | (4) | 03/17/2014 | C | 223,440 | (2) | (2) | Common Stock | 296,878 | (4) | 0 | I | By Funds (3) | |||
| Series C Preferred Stock | (5) | 03/17/2014 | C | 725,873 | (2) | (2) | Common Stock | 725,873 | (5) | 0 | I | By Funds (3) | |||
| Series D Preferred Stock | (5) | 03/17/2014 | C | 382,913 | (5) | (5) | Common Stock | 382,913 | (5) | 0 | I | By Funds (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| VENROCK ASSOCIATES IV L P C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
| Venrock Partners, L.P. C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
| VENROCK ENTREPRENEURS FUND IV L P C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
| Venrock Management IV, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
| Venrock Partners Management, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
| VEF Management IV, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
| /s/ David L. Stepp, authorized signatory | 03/17/2014 | |
| **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 Preferred Stock automatically converted on a 1-to-1.147541 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering on March 17, 2014. |
| (2) | The shares converted into Common Stock immediately prior to the closing of the Issuer's initial public offering. The shares do not have an expiration date. |
| (3) | Represents shares held by Venrock Associates IV, L.P. ("VA4"), shares held by Venrock Partners, L.P. ("VP") and shares held by Venrock Entrepreneurs Fund IV, L.P. ("VEF4"). The sole general partner of VA4 is Venrock Management IV, LLC ("VM4"). The sole general partner of VP is Venrock Partners Management, LLC ("VPM"). The sole general partner of VEF4 is VEF Management IV, LLC ("VEFM4"). Each of VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of their indirect pecuniary interests therein. |
| (4) | Each share of Series B Preferred Stock automatically converted on a 1-to-1.328671 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering on March 17, 2014. |
| (5) | Each share of Series C and Series D Preferred Stock automatically converted on a 1-to-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering on March 17, 2014. |
| (6) | Represents 277,410 shares of Common Stock held by VA4, 56,572 shares of Common Stock held by VP and 6,815 shares of Common Stock held by VEF4. Each of VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of their indirect pecuniary interests therein. |
| (7) | Represents 519,070 shares of Common Stock held by VA4, 105,854 shares of Common Stock held by VP and 12,751 shares of Common Stock held by VEF4. Each of VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of their indirect pecuniary interests therein. |
| (8) | Represents 1,109,931 shares of Common Stock held by VA4, 226,349 shares of Common Stock held by VP and 27,268 shares of Common Stock held by VEF4. Each of VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of their indirect pecuniary interests therein. |
| (9) | Represents 1,421,623 shares of Common Stock held by VA4, 289,912 shares of Common Stock held by VP and 34,926 shares of Common Stock held by VEF4. Each of VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of their indirect pecuniary interests therein. |