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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 | |
Canaan VII L P 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT, CT 06880 |
X | |||
Canaan Partners VII LLC 285 RIVERSIDE AVENUE WESTPORT, CT 06880 |
X |
Canaan VII L.P. By: Canaan Partners VII LLC, its general partner By: /s/ Guy M. Russo, Attorney-in-Fact | 01/23/2014 | |
**Signature of Reporting Person | Date | |
Canaan Partners VII LLC By: /s/ Guy M. Russo, Attorney-in-Fact | 01/23/2014 | |
**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) | These shares were held directly by Canaan VII L.P. (the "Canaan Fund"). On January 21, 2014, the Canaan Fund distributed 861,663 shares of the Issuer's Common Stock, pro-rata, to its partners for no consideration, in accordance with the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended. Canaan Partners VII LLC ("Canaan VII" and together with Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund, and each may be deemed to have sole voting and investment power over the securities held by the Canaan Fund. Wende S. Hutton, a manager of Canaan VII, serves as the representative of the Canaan Entities on the Issuer's board of directors |
(2) | These shares were held directly by Canaan VII. On January 21, 2014, Canaan VII received 8,616 shares of the Issuer's Common Stock as a result of the pro-rata distribution by the Canaan Fund for no consideration. Canaan VII then immediately distributed all such shares pro-rata to its members for no consideration, in accordance with the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended. |
Remarks: Exhibit List: Exhibit 99 - Joint Filer Information |