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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 | ||||||||
| Stock Option (right to buy) | $ 16.47 | 05/19/2011 | A | 7,500 | (5) | 05/18/2021 | Common Stock | 7,500 | $ 0 | 7,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Freund John Gordon 525 UNIVERSITY AVENUE PALO ALTO, CA 94301 |
X | X | ||
| /s/ John G. Freund | 05/23/2011 | |
| **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) | Represents a pro-rata in-kind distribution by Skyline Venture Management III, LLC. ("SVMIII") without consideration to its members. |
| (2) | These shares are owned by SVMIII. The Reporting Person is a Managing Director of SVMIII and may be deemed to share voting and investment power with respect to the shares of Common Stock held by SEF. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| (3) | The amounts shown to represent the beneficial ownership of the Issuer's equity securities by the John Freund Family Partnership IV, L.P. and the John Freund Revocable Trust u/a/d 6/26/01 (together, the "Freund LP") which includes: (i) 3,431 shares directly held by the John Freund Family Partnership IV, L.P. and (ii) 1,721 shares directly held by the John Freund Revocable Trust u/a/d 6/26/01. The Reporting Person disclaims beneficial ownership of the shares held by Freund LP except to the extent of his proportionate pecuniary interest therein. |
| (4) | The shares are held by the John Freund Family Partnership IV, L.P. ("JFFP") and the John G. Freund Revocable Trust u/a/d 6/26/01. The Reporting Person is the trustee and beneficiary of The John G. Freund Revocable Trust u/a/d 6/26/01, which serves as the general partner of JFFP. The Reporting Person is a member of JFFP. The Reporting Person disclaims beneficial ownership of the shares held by Freund LP except to the extent of his proportionate pecuniary interest therein. |
| (5) | The option shall vest with respect to 1/12 of the total number of shares subject to the option on each monthly anniversary of the grant date, subject to the Participant's continued status as a Director on each applicable vesting date, such that all Shares subject to the option shall be fully vested on the first year anniversary of the grant date. |