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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X |
Frederic D. Fenton, authorized signatory for Jay C. Hoag | 05/14/2015 | |
**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) | In kind pro-rata distribution by TCV V, L.P. ("TCV V") to its partners, without consideration. |
(2) | These shares are directly held by TCV V. Jay Hoag is a Class A Member of Technology Crossover Management V, L.L.C. ("TCM V"), which is the sole general partner of TCV V. Jay Hoag may be deemed to beneficially own the shares held by TCV V but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(3) | In kind pro-rata distribution by TCV VI, L.P. ("TCV VI") to its partners, without consideration. |
(4) | These shares are directly held by TCV VI. Jay Hoag is a Class A Member of Technology Crossover Management VI, L.L.C. ("TCM VI"), which is the sole general partner of TCV VI. Jay Hoag may be deemed to beneficially own the shares held by TCV VI. but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(5) | In kind pro-rata distribution by TCV VII, L.P. ("TCV VII") to its partners, without consideration. |
(6) | These shares are directly held by TCV VII. Jay Hoag is a Class A Director of Technology Crossover Management VII, Ltd. ("Management VII") and a limited partner of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII. Jay Hoag may be deemed to beneficially own the shares held by TCV VII but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(7) | In kind pro-rata distribution by TCV VII (A), L.P. ("TCV VII (A)") to its partners, without consideration. |
(8) | These shares are directly held by TCV VII (A). Jay Hoag is a Class A Director of Management VII and a limited partner of TCM VII. Management VII is the sole general partner of TCM VII, which is the sole general partner of TCV VII (A). Jay Hoag may be deemed to beneficially own the shares held by TCV VII (A) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(9) | In kind pro-rata distribution by TCV Member Fund, L.P. ("TCV MF") to its partners, without consideration. |
(10) | These shares are directly held by TCV MF. Jay Hoag is a limited partner of TCV MF, a Class A Member of TCM V and TCM VI, and a Class A Director of Management VII. Each of TCM V, TCM VI, and Management VII is a general partner of TCV MF. Jay Hoag may be deemed to beneficially own the shares held by TCV MF but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(11) | Acquisition by TCM V pursuant to an in kind pro-rata distribution by TCV V to its partners, without consideration. |
(12) | These shares are directly held by TCM V. Jay Hoag is a Class A Member of TCM V. Jay Hoag may be deemed to beneficially own the shares held by TCM V but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(13) | Acquisition by TCM VI pursuant to an in kind pro-rata distribution by TCV V to its partners, without consideration. |
(14) | These shares are directly held by TCM VI. Jay Hoag is a Class A Member of TCM VI. Jay Hoag may be deemed to beneficially own the shares held by TCM VI but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(15) | In kind pro-rata distribution by TCM V to its partners, without consideration. |
(16) | In kind pro-rata distribution by TCM VI to its partners, without consideration. |
(17) | Acquisition by The Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCM V, TCM VI and TCV MF to their partners, without consideration. |
(18) | Jay Hoag is a trustee of The Hoag Family Trust U/A Dtd 8/2/94. Jay Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(19) | Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM V, TCM VI and TCV MF to their partners, without consideration. |
(20) | Jay Hoag is the sole general partner and a limited partner of Hamilton Investments Limited Partnership. Jay Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(21) | Acquisition by Hamilton Investments II, Limited Partnership pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration. |
(22) | Jay Hoag is the general partner of Hamilton Investments II, Limited Partnership. Jay Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(23) | This number represents a weighted average sale price per share. The shares were sold at prices ranging from $61.64 to $61.8234 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(24) | These share are directly held by TCV VI Management, L.L.C. ("VI Management"). Jay Hoag is a member of VI Management but disclaims beneficial ownership of such shares except to the extent of his pecuinary interest therein. |
(25) | These share are directly held by TCV VII Management, L.L.C. ("VII Management"). Jay Hoag is a member of VII Management but disclaims beneficial ownership of such shares except to the extent of his pecuinary interest therein. |
(26) | This number represents a weighted average sale price per share. The shares were sold at prices ranging from $62.61 to $61.80 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(27) | These share are directly held by TCV Management 2004, L.L.C. ("TCM 2004"). Jay Hoag is a member of TCM 2004 but disclaims beneficial ownership of such shares except to the extent of his pecuinary interest therein. |
(28) | These shares are directly held by Jay Hoag. Jay Hoag has the sole voting and dispositive power over the shares; however, TCM 2004, VI Management, and VII Management (the "Management Companies") collectively own 100% of the pecuniary interest therein. Jay Hoag is a member of each of the Management Companies but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |