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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 | ||||||||
Director Stock Option (Right to Buy) | $ 11.5 | 03/22/2007 | A | 33,000 | (1) | 03/22/2017 | Common Stock | 33,000 | $ 0 | 33,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SEAWELL A BROOKE 1119 ST. PAUL STREET BALTIMORE, MD 21202 |
X |
/s/ Louis S. Citron, attorney-in-fact | 03/23/2007 | |
**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) | Immediately exercisable. Option vests over three years with 16 2/3% of the shares vesting six months after grant, and the remaining shares vesting in equal monthly installments thereafter. |
Remarks: In addition to the stock options reported herein, (i) the Reporting Person owns Special Junior Preferred shares convertible into 20,000 shares of Common Stock of the Issuer,(ii) New Enterprise Associates 10, Limited Partners ("NEA 10") owns Series A Preferred shares convertible into 1,599,415 shares of Common Stock of the Issuer, Series B Preferred shares convertible into 1,251,208 shares of Common Stock of the Issuer, Series C Preferred shares convertible into 1,159,581 shares of Common Stock of the Issuer, Series D Preferred shares convertible into 618,205 shares of Common Stock, a warrant to purchase 52,701 Series B Preferred shares at $1.92 per share, and Special Junior Preferred shares convertible into 113,333 shares of Common Stock of the Issuer, and (iii) NEA Ventures 2001, L.P. ("NEA Ventures") owns Series A Preferred shares convertible into 24,350 shares of Common Stock of the Issuer. The Reporting Person does not have voting or dispositive power over the shares held by NEA 10 or NEA Ventures. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the Reporting Person has no actual pecuniary interest therein. |