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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 | ||||||||
| Class B Common Stock | (3) (4) | 04/10/2013 | C | 3,325,242 | (3)(4) | (3)(4) | Class A Common Stock (4) | 3,325,242 | $ 0 | 9,975,725 | I | See Footnotes (5) (7) | |||
| Class B Common Stock | (3) (4) | 04/10/2013 | C | 92,639 | (3)(4) | (3)(4) | Class A Common Stock (4) | 92,639 | $ 0 | 277,915 | I | See Footnotes (6) (7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Greylock XI GP Limited Partnership 2550 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| BHUSRI ANEEL C/O GREYLOCK XI GP LIMITED PARTNERSHIP 2550 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| GREYLOCK XI LIMITED PARTNERSHIP 2550 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
| /s/ Donald A. Sullivan, as Administrative Partner of Greylock XI GP Limited Partnership | 04/12/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Donald A. Sullivan, as Administrative Partner of Greylock XI GP Limited Partnership, the general partner of Greylock XI Limited Partnership and Greylock XI-A Limited Partnership | 04/12/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ James Shaughnessy, as Attorney-in-Fact for Aneel Bhusri | 04/12/2013 | |
| **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) | On April 10, 2013 Greylock XI Limited Partnership ("Greylock XI LP") converted 3,325,242 shares of Class B Common Stock at its option, pursuant to the Issuer's restated certificate of incorporation in effect as of the date hereof, resulting in its acquisition of 3,325,242 shares of Class A Common Stock. |
| (2) | On April 10, 2013 Greylock XI-A Limited Partnership ("Greylock XI-A LP") converted 92,639 shares of Class B Common Stock at its option, pursuant to the Issuer's restated certificate of incorporation in effect as of the date hereof, resulting in its acquisition of 92,639 shares of Class A Common Stock. |
| (3) | Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in the Issuer's restated certificate of incorporation in effect as of the date hereof. The shares of Class B Common Stock have no expiration date. |
| (4) | All shares of Class A Common Stock and Class B Common Stock will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following: (a) upon the election by the holders of a majority of the then outstanding shares of Class B Common Stock, (b) the date when the number of outstanding shares of Class B Common Stock represents less than 9% of all outstanding shares of Class A Common Stock and Class B Common Stock, (c) October 11, 2032 or (d) nine months after the death of the later to die of David A. Duffield and Aneel Bhusri. The shares of Class A Common Stock and Class B Common Stock have no expiration date. |
| (5) | The shares are held directly by Greylock XI LP. Greylock XI GP Limited Partnership ("Greylock XI GP") is the sole general partner of Greylock XI LP. Aneel Bhusri, the Issuer's Co-Chief Executive Officer and Chairman, is a Managing Partner of Greylock XI GP. As a result, Greylock XI GP and Mr. Bhusri may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XI LP. |
| (6) | The shares are held directly by Greylock XI-A LP. Greylock XI GP is the sole general partner of Greylock XI-A LP. Aneel Bhusri, the Issuer's Co-Chief Executive Officer and Chairman, is a Managing Partner of Greylock XI GP. As a result, Greylock XI GP and Mr. Bhusri may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XI-A LP. |
| (7) | Greylock XI GP and Aneel Bhusri disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission by Greylock XI GP or by Mr. Bhusri of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |