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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 Convertible Preferred Stock | (2) | 05/12/2017 | C | 1,379,310 | (2) | (2) | Common Stock | 1,379,310 | (2) | 10,811,422 | I | See Note (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HARMAN FREDERIC W C/O OAK INVESTMENT PARTNERS 900 MAIN AVE, SUITE 600 NORWALK, CT 06851 |
X | |||
Oak Investment Partners XI L P 900 MAIN AVE, SUITE 600 NORWALK, CT 06851 |
X |
Fredric W Harman | 05/15/2017 | |
**Signature of Reporting Person | Date | |
Fredric W. Harman, Managing Member of Oak Associates XI, L.L.C., the General Partner of Oak Investment Partners XI, Limited Partnership | 05/15/2017 | |
**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 May 15, 2017, Oak Investment Partners XI, L.P., a Delaware limited partnership, ("Oak XI, LP") made an in-kind distribution, without any additional consideration, of common stock of the Issuer to the limited partners of Oak XI, LP. |
(2) | The Series A Convertible Preferred Stock has been converted into Common Stock of the Issuer at the option of Oak XI, LP on May 12, 2017. |
(3) | The reported securities are directly held by Oak XI, LP. Oak Associates XI, L.L.C. ("Oak Associates"), as the general partner of Oak XI, LP, may be deemed to beneficially own the reported securities. |
Remarks: This Form 4 report is being filed by Mr. Harman, Oak XI, LP, and Oak Associates (together the "Reporting Persons"). Mr. Harman is a managing member of Oak Associates and has the shared power to vote and dispose of the shares held by Oak XI, LP. However, each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being dirctly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose. |