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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) | (1) | 01/28/2015 | C | 4,877,906 | (1) | (1) | Existing Class A Common Stock | 4,877,906 | $ 0 | 0 | I | See footnotes (8) (9) (13) | |||
| Series B Preferred Stock (2) | (2) | 01/28/2015 | C | 10,264,545 | (2) | (2) | Existing Class A Common Stock | 10,264,545 | $ 0 | 0 | I | See footnotes (8) (9) (14) | |||
| Series C Preferred Stock (3) | (3) | 01/28/2015 | C | 4,504,703 | (3) | (3) | Existing Class A Common Stock | 4,504,703 | $ 0 | 0 | I | See footnotes (8) (9) (15) | |||
| Series D Preferred Stock (4) | (4) | 01/28/2015 | C | 1,715,928 | (4) | (4) | Existing Class A Common Stock | 1,715,928 | $ 0 | 0 | I | See footnotes (8) (9) (16) | |||
| Series D-1 Preferred Stock (5) | (5) | 01/28/2015 | C | 996,090 | (5) | (5) | Existing Class A Common Stock | 996,090 | $ 0 | 0 | I | See footnotes (10) (17) | |||
| Series E Preferred Stock (6) | (6) | 01/28/2015 | C | 229,097 | (6) | (6) | Existing Class A Common Stock | 229,097 | $ 0 | 0 | I | See footnotes (10) (18) | |||
| Series E-1 Preferred Stock (7) | (7) | 01/28/2015 | C | 277,778 | (7) | (7) | Existing Class A Common Stock | 277,778 | $ 0 | 0 | I | See footnotes (10) (19) | |||
| Class B Common Stock (20) | (20) | 01/28/2015 | J | 23,016,047 | (20) | (20) | Class A Common Stock | 23,016,047 | $ 0 | 23,016,047 | I | See footnotes (8) (9) (10) (11) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Draper Fisher Jurvetson Fund VIII L P C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
X | |||
| DRAPER FISHER JURVETSON GROWTH FUND 2006 LP C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
X | |||
| DRAPER FISHER JURVETION PARTNERS GROWTH FUND 2006 LLC C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
X | |||
| /s/ John Fisher, Managing Director | 01/28/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Mark W. Bailey, Director, DFJ Growth Fund 2006, Ltd., General Partner of Draper Fisher Jurvestson Growth Fund 2006 Partners, L.P., General Partner of Draper Fisher Jurvetson Growth Fund 2006, L.P. | 01/28/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Mark W. Bailey, Authorized Member | 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) | The Series A Preferred Stock automatically converted into the Issuer's existing Class A Common Stock ("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. |
| (2) | The Series B Preferred Stock 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. |
| (3) | The Series C Preferred Stock 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. |
| (4) | The Series D Preferred Stock 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. |
| (5) | The Series D-1 Preferred Stock 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. |
| (6) | The Series E Preferred Stock 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. |
| (7) | The Series E-1 Preferred Stock 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. |
| (8) | The General Partner of Draper Associates, L.P. (DALP) is Draper Associates, Inc. which is controlled by its President and majority shareholder, Timothy C. Draper. DALP invests lockstep alongside Draper Fisher Jurvetson Fund VIII, L.P. (Fund VIII) and Draper Fisher Jurvetson Fund IX, L.P. (Fund IX). |
| (9) | Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson are managing directors of the general partner entities of Fund VIII and Fund IX that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners VIII, LLC (Partners VIII) invests lockstep alongside Fund VIII. Draper Fisher Jurvetson Partners IX, LLC (Partners IX) invests lockstep alongside Fund IX. The managing members of Partners VIII and Partners IX are Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. |
| (10) | John H.N. Fisher, Barry M. Schuler and Mark W. Bailey are managing directors of the general partner entities of Draper Fisher Jurvetson Growth Fund 2006, L.P. (Growth Fund) that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners Growth Fund 2006, LLC (Growth Partners) invests lockstep alongside Growth Fund. The managing members of Growth Partners are John H.N. Fisher, Barry M. Schuler, Mark W. Bailey, Timothy C. Draper and Stephen T. Jurvetson. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. |
| (11) | 1,490,740 of these shares are owned directly by DALP, 4,660,560 of these shares are owned directly by Fund IX, 14,904,281 of these shares are owned directly by Fund VIII, 126,295 of these shares are owned directly by Partners IX, 331,206 of these shares are owned directly by Partners VIII, 1,390,544 of these shares are owned directly by Growth Fund, and 112,421 of these shares are owned directly by Growth Partners. |
| (12) | Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into 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. |
| (13) | 390,233 of these shares are owned directly by DALP, 4,390,115 of these shares are owned directly by Fund VIII, and 97,558 of these shares are owned directly by Partners VIII. |
| (14) | 821,162 of these shares are owned directly by DALP, 9,238,092 of these shares are owned directly by Fund VIII, and 205,291 of these shares are owned directly by Partners VIII. |
| (15) | 198,650 of these shares are owned directly by DALP, 3,272,755 of these shares are owned directly by Fund IX, 924,076 of these shares are owned directly by Fund VIII, 88,687 of these shares are owned directly by Partners IX, and 20,535 of these shares are owned directly by Partners VIII. |
| (16) | 75,670 of these shares are owned directly by DALP, 1,246,655 of these shares are owned directly by Fund IX, 351,998 of these shares are owned directly by Fund VIII, 33,783 of these shares are owned directly by Partners IX, and 7,822 of these shares are owned directly by Partners VIII. |
| (17) | 921,583 of these shares are owned directly by Growth Fund, and 74,507 of these shares are owned directly by Growth Partners. |
| (18) | 211,961 of these shares are owned directly by Growth Fund, and 17,136 of these shares are owned directly by Growth Partners. |
| (19) | 257,000 of these shares are owned directly by Growth Fund, and 20,778 of these shares are owned directly by Growth Partners. |
| (20) | 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. |
| Remarks: This report is filed as form 2 of 2 to report related transactions for the following filers: Draper Fisher Jurvetson Fund VIII, L.P.; Draper Fisher Jurvetson Partners VIII, LLC; Draper Fisher Jurvetson Fund IX, L.P.; Draper Fisher Jurvetson Partners IX, LLC; Draper Associates, L.P.; Timothy Draper; John Fisher; Stephen Jurvetson; Mark Bailey; Barry Schuler; Draper Fisher Jurvetson Growth Fund 2006, L.P.; and Draper Fisher Jurvetson Partners Growth Fund 2006, LLC. | |