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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 B Convertible Preferred Stock | (1) | 06/05/2007 | C | 990,796 | (1) | (1) | Common Stock | 990,796 | $ 0 | 0 | I | See Note 2 (2) | |||
Series C Convertible Preferred Stock | (1) | 06/05/2007 | C | 1,016,220 | (1) | (1) | Common Stock | 1,016,220 | $ 0 | 0 | I | See Note 2 (2) | |||
Series D Convertible Preferred Stock | (1) | 06/05/2007 | C | 1,643,472 | (1) | (1) | Common Stock | 1,643,472 | $ 0 | 0 | I | See Note 2 (2) | |||
Series D Convertible Preferred Stock | (1) | 06/05/2007 | C | 821,736 | (1) | (1) | Common Stock | 821,736 | $ 0 | 0 | I | See Note 3 (3) | |||
Series B Convertible Preferred Stock Warrant (Right to Buy) | $ 6.375 | 06/05/2007 | X | 15,077 | 05/04/2004(5) | 05/04/2014(5) | Common Stock | 15,077 | $ 0 | 0 | I | See Note 2 (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NEWHALL CHARLES W III 1119 ST. PAUL STREET BALTIMORE, MD 21202 |
X |
/s/ Shawn Conway, attorney-in-fact | 06/07/2007 | |
**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) | Each of the Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into the Issuer's common stock on a one for one basis upon the closing of the Issuer's initial public offering on June 5, 2007. |
(2) | The Reporting Person is an individual manager of NEA 11 GP, LLC, the sole general partners of NEA Partners 11, Limited Partnership, the sole general partner of New Enterprise Associates 11, Limited Partnership ("NEA 11"), which is the beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 11 shares in which the Reporting Person has no actual pecuniary interest therein. |
(3) | The Reporting Person is a general partner of NEA Partners 9, Limited Partnership, the sole general partner of New Enterprise Associates 9, Limited Partnership ("NEA 9"), which is the beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 9 shares in which the Reporting Person has no actual pecuniary interest therein. |
(4) | Net exercise of warrant held by New Enterprise Associates 11, Limited Partnership for an aggregate acquisition of 8,669 shares of Common Stock. |
(5) | The warrant was net exercised upon the closing of the Issuer's initial public offering. |