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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 B Conv Parti. Prfrd Stock, par value $0.001 per share (1) (2) (4) | $ 16.8 (5) | 04/06/2012 | J(6) | 49,033.26 | 11/29/2005 | 11/29/2012 | Common Stock | 2,918,646.45 (7) | $ 49,486,136.69 | 0 | D (8) | ||||
Series B Conv Parti. Prfrd Stock, par value $0.001 per share (1) (3) (4) | $ 16.8 (5) | 04/06/2012 | J(6) | 10.79 | 11/29/2005 | 11/29/2012 | Common Stock | 642.24 (7) | $ 10,889.66 | 0 | I | See footnote (9) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Elevation Partners, L.P. 2800 SAND HILL ROAD SUITE 160 MENLO PARK, CA 94025 |
X | X | ||
Elevation Associates, L.P. 2800 SAND HILL ROAD SUITE 160 MENLO PARK, CA 94025 |
X | |||
Elevation Associates, LLC 2800 SAND HILL ROAD SUITE 160 MENLO PARK, CA 94025 |
X | |||
Elevation Employee Side Fund, LLC 2800 SAND HILL ROAD SUITE 160 MENLO PARK, CA 94025 |
X | |||
Elevation Management, LLC 2800 SAND HILL ROAD SUITE 160 MENLO PARK, CA 94025 |
X | |||
Hewson Paul 2800 SAND HILL ROAD SUITE 160 MENLO PARK, CA 94025 |
X | |||
PEARLMAN BRET D 2800 SAND HILL ROAD SUITE 160 MENLO PARK, CA 94025 |
X |
/s/ Tracy Hogan, Attorney-in-Fact for Reporting Persons pursuant to Power of Attorney (see signatures of other Reporting Persons on the attached Exhibit 99.1) | 04/06/2012 | |
**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) | This Form 4 is filed on behalf of a group consisting of Elevation Partners, L.P. ("Elevation Partners"), Elevation Associates, L.P. ("Elevation GP"), Elevation Associates, LLC ("Elevation LLC"), Elevation Employee Side Fund, LLC ("Side Fund"), Elevation Management, LLC ("Elevation Management"), Mr. Paul Hewson and Mr. Bret Pearlman. Elevation GP is the sole general partner of Elevation Partners, and Elevation LLC is the sole general partner of Elevation GP. Elevation Management is the sole managing member of Side Fund. Messrs. Hewson and Pearlman are managers of each of Elevation LLC and Elevation Management, as are Mr. Fred Anderson and Mr. Roger McNamee, who are filing Forms 4 separately. Each of the Reporting Persons may have been deemed to be a director by deputization of the Issuer. |
(2) | As the sole general partner of Elevation Partners, Elevation GP may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation GP disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest. As the sole general partner of Elevation GP, Elevation LLC may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation LLC disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest. |
(3) | As the sole managing member of Side Fund, Elevation Management may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation Management disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest. |
(4) | As managers of each of Elevation LLC and Elevation Management, Messrs. Hewson and Pearlman may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of Messrs. Hewson and Pearlman disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest. |
(5) | Subject to anti-dilution adjustment pursuant to the terms of the certificate of designation with respect to these securities. |
(6) | These securities were called for redemption by the issuer for a price determined pursuant to the terms of the certificate of designation with respect to these securities. |
(7) | This is the number of shares of common stock, par value $0.001 per share, which these securities were convertible into at the time of redemption. Pursuant to the terms of these securities, no fractional shares of common stock are issuable upon conversion thereof. |
(8) | These securities directly owned by Elevation Partners. Elevation GP, Elevation LLC and Messrs. Hewson and Pearlman may have indirect beneficial ownership of these shares. See Footnotes 1, 2 and 4. |
(9) | These securities directly owned by Side Fund. Elevation Management and Messrs. Hewson and Pearlman may have indirect beneficial ownership of these securities. See Footnotes 1, 3 and 4. |