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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 (1) (6) | (6) | 01/28/2015 | J | 1,286,254 | (6) | (6) | Class A Common Stock | 1,286,254 | $ 0 | 1,286,254 | I | See footnote (3) | |||
| Class B Common Stock (1) (6) | (6) | 01/28/2015 | J | 134,184 | (6) | (6) | Class A Common Stock | 134,184 | $ 0 | 134,184 | I | See footnote (4) | |||
| Class B Common Stock (1) (6) | (6) | 01/28/2015 | J | 134,184 | (6) | (6) | Class A Common Stock | 134,184 | $ 0 | 134,184 | I | See footnote (5) | |||
| Employee Stock Option (right to buy) | $ 4.63 | 01/28/2015 | C | 300,000 | (7) | 04/18/2023 | Existing Class B Common Stock (8) | 300,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 4.63 | 01/28/2015 | C | 300,000 | (7) | 04/18/2023 | Existing Class A Common Stock (8) | 300,000 | $ 0 | 300,000 | D | ||||
| Employee Stock Option (right to buy) | $ 4.63 | 01/28/2015 | J | 300,000 | (7) | 04/18/2023 | Existing Class A Common Stock (1) | 300,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 4.63 | 01/28/2015 | J | 300,000 | (7) | 04/18/2023 | Class B Common Stock (1) (6) | 300,000 | $ 0 | 300,000 | D | ||||
| Employee Stock Option (right to buy) | $ 4.63 | 01/28/2015 | C | 300,000 | (9) | 04/18/2023 | Existing Class B Common Stock (8) | 300,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 4.63 | 01/28/2015 | C | 300,000 | (9) | 04/18/2023 | Existing Class A Common Stock (8) | 300,000 | $ 0 | 300,000 | D | ||||
| Employee Stock Option (right to buy) | $ 4.63 | 01/28/2015 | J | 300,000 | (9) | 04/18/2023 | Existing Class A Common Stock (1) | 300,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 4.63 | 01/28/2015 | J | 300,000 | (9) | 04/18/2023 | Class B Common Stock (1) (6) | 300,000 | $ 0 | 300,000 | D | ||||
| Employee Stock Option (right to buy) | $ 17.85 | 01/28/2015 | C | 300,000 | (10) | 04/02/2024 | Existing Class B Common Stock (8) | 300,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 17.85 | 01/28/2015 | C | 300,000 | (10) | 04/02/2024 | Existing Class A Common Stock (8) | 300,000 | $ 0 | 300,000 | D | ||||
| Employee Stock Option (right to buy) | $ 17.85 | 01/28/2015 | J | 300,000 | (10) | 04/02/2024 | Existing Class A Common Stock (1) | 300,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 17.85 | 01/28/2015 | J | 300,000 | (10) | 04/02/2024 | Class B Common Stock (1) (6) | 300,000 | $ 0 | 300,000 | D | ||||
| Employee Stock Option (right to buy) | $ 14.05 | 01/28/2015 | C | 250,000 | (11) | 01/01/2025 | Existing Class B Common Stock (8) | 250,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 14.05 | 01/28/2015 | C | 250,000 | (11) | 01/01/2025 | Existing Class A Common Stock (8) | 250,000 | $ 0 | 250,000 | D | ||||
| Employee Stock Option (right to buy) | $ 14.05 | 01/28/2015 | J | 250,000 | (11) | 01/01/2025 | Existing Class A Common Stock (1) | 250,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 14.05 | 01/28/2015 | J | 250,000 | (11) | 01/01/2025 | Class B Common Stock (1) (6) | 250,000 | $ 0 | 250,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LEVIN DANIEL J 4440 EL CAMINO REAL LOS ALTOS, CA 94022 |
X | X | President & COO | |
| /s/ Peter McGoff, Attorney-in-Fact | 01/28/2015 | |
| **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) | Immediately prior to the closing of the Issuer's initial public offering and following the conversion of the Issuer's existing Class B Common Stock ("Existing Class B Common Stock") into the Issuer's existing Class A Common Stock ("Existing Class A Common Stock"), each share of Existing Class A Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. |
| (2) | This amount reflects the transfer of 22,066 shares of Existing Class A Common Stock from the Daniel Levin GRAT dated 12/10/13 ("Levin GRAT") and 22,066 shares of Existing Class A Common Stock from the Naomi J. Andrews GRAT dated 12/10/13 ("Andrews GRAT") to Daniel J. Levin and Naomi J. Andrews, as Trustees of the Levin/Andrews Family Trust dated 9/18/99 ("Levin/Andrews Family Trust") as an annuity payment. |
| (3) | The shares are held of record by Daniel J. Levin and Naomi J. Andrews, as Trustees of the Levin/Andrews Family Trust. |
| (4) | The shares are held of record by the Levin GRAT, for which the Reporting Person serves as trustee. |
| (5) | The shares are held of record by the Andrews GRAT, for which the Reporting Person's spouse serves as trustee. |
| (6) | Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |
| (7) | 1/96 of the shares subject to the option vest monthly over two years beginning on March 1, 2013, and 1/32 of the shares vest monthly thereafter. |
| (8) | The Existing Class B Common Stock underlying the reported option automatically converted into Existing Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
| (9) | The shares subject to the option are fully vested and exercisable. |
| (10) | 1/4 of the shares subject to the option vest on February 1, 2015, and 1/48 of the shares vest monthly thereafter. |
| (11) | 1/4 of the shares subject to the option vest on March 20, 2016, and 1/48 of the shares vest monthly thereafter. |