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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 Redeemable Convertible Preferred Stock | (2) | 07/07/2009 | C | 6,922,123 | (2) | (2) | Common Stock | 2,768,849 | $ 0 | 0 | I | By Prism Venture Partners IV, L.P. (1) | |||
Series A Redeemable Convertible Preferred Stock | (2) | 07/07/2009 | C | 62,985 | (2) | (2) | Common Stock | 25,194 | $ 0 | 0 | I | By Prism Venture Partners IV, L.P. (1) | |||
Series B Redeemable Convertible Preferred Stock | (2) | 07/07/2009 | C | 2,006,408 | (2) | (2) | Common Stock | 802,563 | $ 0 | 0 | I | By Prism Venture Partners IV, L.P. (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Prism Venture Partners IV, LLC 177 KENDRICK STREET SUITE 200 NEEDHAM, MA 02494 |
X |
/s/ Steven J. Benson, Managing Member of Prism Venture Partners IV, LLC | 07/09/2009 | |
**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 Reporting Person is the sole general partner of Prism Investment Partners IV, L.P. ("PIP IV"), which is the sole general partner of Prism Venture Partners IV, L.P. ("PVP IV"). The Reporting Person may be deemed to beneficially own the shares held by PVP IV, but the Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
(2) | Each share of preferred stock represented herein immediately converted into 0.4 shares of common stock, par value $0.01 per share, of the Issuer upon the closing of the Issuer's initial public offering on July 7, 2009. |