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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McAdam Timothy P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | X | May be part of a 13(d) group | |
Rosenberg John C. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of a 13(d) group | ||
Yuan David C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of a 13(d) group |
Frederic D. Fenton, Authorized Signatory for Timothy P. McAdam | 11/29/2017 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized Signatory for John C. Rosenberg | 11/29/2017 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized Signatory for David L. Yuan | 11/29/2017 | |
**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) | Represents a gift/charitable donation effective September 14, 2017. Not a market transaction thus no price is reported. No value was received in return for the gifted shares. |
(2) | David L. Yuan is a Trustee of the Yuan Family Trust dated 9/22/2006. Mr. Yuan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(3) | Acquisition by the Yuan Family Trust dated 9/22/2006 pursuant to an in kind pro-rata distribution by Technology Crossover Management VII, L.P. ("TCM VII") and TCV Member Fund, L.P. ("TCV MF") to each of their partners, without consideration. |
(4) | Acquisition by the Rosenberg Family Trust pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration. |
(5) | John C. Rosenberg is a Trustee of the Rosenberg Family Trust. Mr. Rosenberg disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(6) | Acquisition by Timothy P. McAdam pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration. |
(7) | Shares held directly by Timothy P. McAdam. |
(8) | This number represents a weighted average sales price. The shares were sold at prices ranging from $41.865 to $42.50. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. |
(9) | This number represents a weighted average sales price. The shares were sold at prices ranging from $42.50 to $42.87. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. |
Remarks: This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV VII, L.P., TCV VII (A), L.P., TCM VII, TCV MF, Jay C. Hoag, Richard H. Kimball, Jon Q. Reynolds, Jr., John L. Drew, Robert W. Trudeau, and Christopher P. Marshall on November 29, 2017. |