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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 18 pages
CUSIP No. |
67072V103 |
Page | 2 |
of | 18 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Atlas Venture Fund V, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,592,126 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,592,126 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,592,126 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.33% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
Page 2 of 18 pages
CUSIP No. |
67072V103 |
Page | 3 |
of | 18 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Atlas Venture Parallel Fund V-A, C.V. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
The Netherlands | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,592,126 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,592,126 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,592,126 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.33% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
Page 3 of 18 pages
CUSIP No. |
67072V103 |
Page | 4 |
of | 18 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Atlas Venture EntrepreneursFund V, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,592,126 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,592,126 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,592,126 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.33% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
Page 4 of 18 pages
CUSIP No. |
67072V103 |
Page | 5 |
of | 18 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Atlas Venture Fund III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,592,126 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,592,126 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,592,126 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.33% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
Page 5 of 18 pages
CUSIP No. |
67072V103 |
Page | 6 |
of | 18 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Atlas Venture EntrepreneursFund III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,592,126 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,592,126 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,592,126 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.33% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
Page 6 of 18 pages
CUSIP No. |
67072V103 |
Page | 7 |
of | 18 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Atlas Venture Associates V, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,592,126 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,592,126 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,592,126 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.33% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
Page 7 of 18 pages
CUSIP No. |
67072V103 |
Page | 8 |
of | 18 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Atlas Venture Associates III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,592,126 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,592,126 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,592,126 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.33% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
Page 8 of 18 pages
CUSIP No. |
67072V103 |
Page | 9 |
of | 18 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Atlas Venture Associates V, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,592,126 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,592,126 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,592,126 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.33% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
CO |
Page 9 of 18 pages
CUSIP No. |
67072V103 |
Page | 10 |
of | 18 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Atlas Venture Associates III, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,592,126 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,592,126 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,592,126 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.33% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
CO |
Page 10 of 18 pages
CUSIP No. |
67072V103 |
Page | 11 |
of | 18 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Axel Bichara | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Germany | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,592,126 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,592,126 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,592,126 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.33% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
Page 11 of 18 pages
CUSIP No. |
67072V103 |
Page | 12 |
of | 18 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Jean-Francois Formela | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
France | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,592,126 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,592,126 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,592,126 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.33% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
Page 12 of 18 pages
CUSIP No. |
67072V103 |
Page | 13 |
of | 18 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
Christopher Spray | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United Kingdom | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,592,126 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,592,126 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,592,126 shares | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
9.33% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
Page 13 of 18 pages
Item 1(a).
|
Name of Issuer: NxStage Medical, Inc. |
Item 1(b).
|
Address of Issuers Principal Executive Offices: |
439 South Union Street 5th Floor Lawrence, MA 01843 |
Item 2(a).
|
Name of Person Filing: |
Atlas Venture Fund V, L.P. (Atlas V), Atlas Venture Parallel Fund V-A, C.V. (Atlas V-A), Atlas Venture Entrepreneurs Fund V, L.P. (AVE V and together with Atlas V and Atlas V-A, the Atlas V Funds), Atlas Venture Fund III, L.P. (Atlas III), Atlas Venture Entrepreneurs Fund III, L.P. (AVE III and together with Atlas III, the Atlas III Funds), Atlas Venture Associates V, L.P. (AVA V LP), Atlas Venture Associates III, L.P. (AVA III LP), Atlas Venture Associates V, Inc. (AVA V Inc.), Atlas Venture Associates III, Inc. (AVA III Inc.), Axel Bichara (Bichara), Jean-Francois Formela (Formela) and Christopher Spray (Spray). Atlas V, Atlas V-A, AVE V, Atlas III and AVE III are referred to individually herein as a Fund and collectively as the Funds. The persons and entities named in this Item 2(a) are referred to individually herein as a Filing Person and collectively as the Filing Persons. | ||
AVA V Inc. is the sole general partner of AVA V LP. AVA V LP is the sole general partner of the Atlas V Funds. Messrs. Bichara, Formela and Spray are directors of AVA V Inc. | ||
AVA III Inc. is the sole general partner of AVA III LP. AVA III LP is the sole general partner of the Atlas III Funds. Messrs. Bichara, Formela and Spray are directors of AVA III Inc. |
Item 2(b).
|
Address of Principal Business Office or, if None, Residence: |
The principal business office of each of the Filing Persons is: | ||
890 Winter Street, Suite 320 Waltham, MA 02451 |
Item 2(c).
|
Citizenship: Atlas V, AVE V, Atlas III, AVE III, AVA V LP and AVA III LP is each a limited partnership formed under the laws of the state of Delaware. AVA V Inc. and AVA III Inc. is each a corporation formed under the laws of the state of Delaware. Atlas V-A is a limited partnership formed under the laws of The Netherlands. Mr. Bichara is a citizen of Germany. Mr. Formela is a citizen of France. Mr. Spray is a citizen of the United Kingdom. |
Item 2(d).
|
Title of Class of Securities: Common Stock, $0.001 par value per share (the Common Stock). |
Item 2(e).
|
CUSIP Number: 67072V103 | |
Page 14 of 18 pages
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |
Not Applicable. |
Item 4.
|
Ownership. | |
(a)
|
Amount Beneficially Owned: Atlas V is the record holder of 1,502,723 shares of Common Stock as of December 31, 2006 (the Atlas V Shares). Atlas V-A is the record holder of 373,324 shares of Common Stock as of December 31, 2006 (the Atlas V-A Shares). AVE V is the record holder of 25,011 shares of Common Stock as of December 31, 2006 (the AVE V Shares). Atlas III is the record holder of 676,366 shares of Common Stock as of December 31, 2006 (the Atlas III Shares). AVE III is the record holder of 14,702 shares of Common Stock as of December 31, 2006 (the AVE III Shares). By virtue of their relationship as affiliated limited partnerships, each Fund may be deemed to share the power to direct the disposition and vote the Atlas V Shares, the Atlas V-A Shares, the AVE V Shares, the Atlas III Shares and the AVE III Shares, for an aggregate of 2,592,126 shares of Common Stock (the Record Shares). As general partner of certain of the Funds, and by virtue of the Funds relationship as affiliated limited partnerships, each of AVA V LP and AVA III LP may also be deemed to beneficially own the Record Shares. As the general partner of AVA V LP and AVA III LP respectively, AVA V Inc. and AVA III Inc. may also be deemed to beneficially own the Record Shares. In their capacities as directors of AVA V Inc. and AVA III Inc. each of Messrs. Bichara, Formela and Spray may be deemed to beneficially own the Record Shares. | |
Each Filing Person disclaims beneficial ownership of the Record Shares except for such shares, if any, such Filing Person holds of record. | ||
(b)
|
Percent of Class: | |
Each Filing Person: 9.33% | ||
(c)
|
Number of shares as to which the person has: |
(i) | sole power to vote or to direct the vote: | ||
0 | |||
(ii) | shared power to vote or to direct the vote: | ||
2,592,126 for each Filing Person | |||
(iii) | sole power to dispose or direct the disposition of: | ||
0 | |||
(iv) | shared power to dispose or direct the disposition of: |
Page 15 of 18 pages
2,592,126 for each Filing Person |
Item 5.
|
Ownership of Five Percent or Less of a Class. | |
Not Applicable. |
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person. | |
Not Applicable. |
Item 7.
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company. | |
Not Applicable. |
Item 8.
|
Identification and Classification of Members of the Group. | |
Not Applicable. The Filing Persons expressly disclaim membership in a group as used in Rule 13d-5(b)(1). |
Item 9.
|
Notice of Dissolution of Group. | |
Not Applicable. |
Item 10.
|
Certification. | |
Not Applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c). |
Page 16 of 18 pages
*
|
||||
*
|
||||
*
|
Atlas Venture Fund V, L.P. Atlas Venture Entrepreneurs Fund V, L.P. Atlas Venture Parallel Fund V-A, C.V. By: Atlas Venture Associates V, L.P. their general partner By: Atlas Venture Associates V, Inc. its general partner |
||||||
By: Name: |
*
|
|||||
Title: | Vice-President | |||||
Atlas Venture Associates V, L.P. By: Atlas Venture Associates V, Inc. its general partner |
||||||
By: Name: |
*
|
|||||
Title: | Vice-President | |||||
Atlas Venture Associates V, Inc. | ||||||
By: Name: |
*
|
|||||
Title: | Vice-President |
Page 17 of 18 pages
Atlas Venture Fund III, L.P. Atlas Venture Entrepreneurs Fund III, L.P. By: Atlas Venture Associates III, L.P. their general partner By: Atlas Venture Associates III, Inc. its general partner |
||||||
By: Name: |
*
|
|||||
Title: | Vice-President | |||||
Atlas Venture Associates III, L.P. By: Atlas Venture Associates III, Inc. its general partner |
||||||
By: Name: |
*
|
|||||
Title: | Vice-President | |||||
Atlas Venture Associates III, Inc. | ||||||
By: Name: |
*
|
|||||
Title: | Vice-President | |||||
* By:
|
/s/ Jeanne Larkin Henry
|
|||
individual capacity and as | ||||
Attorney-in-Fact |
Page 18 of 18 pages
Dated: February 12, 2007 |
||||
*
|
||||
*
|
||||
*
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Atlas Venture Fund V, L.P. Atlas Venture Entrepreneurs Fund V, L.P. Atlas Venture Parallel Fund V-A, C.V. By: Atlas Venture Associates V, L.P. their general partner By: Atlas Venture Associates V, Inc. its general partner |
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By: Name: |
*
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Title: | Vice-President | |||||
Atlas Venture Associates V, L.P. By: Atlas Venture Associates V, Inc. its general partner |
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By: Name: |
*
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Title: | Vice-President |
Atlas Venture Associates V, Inc. | ||||||
By: Name: |
*
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Title: | Vice-President | |||||
Atlas Venture Fund III, L.P. Atlas Venture Entrepreneurs Fund III, L.P. By: Atlas Venture Associates III, L.P. their general partner By: Atlas Venture Associates III, Inc. its general partner |
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By: Name: |
*
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Title: | Vice-President | |||||
Atlas Venture Associates III, L.P. By: Atlas Venture Associates III, Inc. its general partner |
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By: Name: |
*
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Title: | Vice-President | |||||
Atlas Venture Associates III, Inc. | ||||||
By: Name: |
*
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Title: | Vice-President | |||||
* By:
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/s/ Jeanne Larkin Henry
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individual capacity and as | ||||
Attorney-in-Fact |
/s/ Axel Bichara
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/s/ Jean-Francois Formela
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/s/ Christopher Spray
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