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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 A Preferred Stock | $ 0 (4) | 07/03/2006 | C | 2,000,000 | (4) | (4) | Common Stock | 2,000,000 (4) | (4) | 0 | I | By Morgenthaler Partners VII, L.P. (3) | |||
Series C Preferred Stock | $ 0 (5) | 07/03/2006 | C | 6,400,000 | (5) | (5) | Common Stock | 6,400,000 (5) | (5) | 0 | I | By Morgenthaler Partners VII, L.P. (3) | |||
Series D Preferred Stock | $ 0 (6) | 07/03/2006 | C | 1,874,163 | (6) | (6) | Common Stock | 1,874,163 (6) | (6) | 0 | I | By Morgenthaler Partners VII, L.P. (3) | |||
Warrant (right to buy) | $ 1.25 | 07/03/2006 | C | 80,001 | (7) | (7) | Series C Preferred Stock | 80,001 (7) | (7) | 0 | I | By Morgenthaler Partners VII, L.P. (3) | |||
Warrant (right to buy) | $ 6.13 (8) | 07/03/2006 | C | 16,311 | 06/27/2006 | 06/27/2011 | Common Stock | 16,311 (8) | (7) | 16,311 | I | By Morgenthaler Partners VII, L.P. (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Christoffersen Ralph E MORGENTHALER VENTURES 4430 ARAPAHOE AVENUE, SUITE 220 BOULDER, CO 80303 |
X |
/s/ Ralph E. Christoffersen | 07/06/2006 | |
**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) | The Issuer's preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering. |
(2) | Includes 233,178 shares of the Issuer's common stock issued to Morgenthaler Partners VII, L.P. ("MP VII") in satisfaction of accumulated dividends on the Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock owned by MP VII. |
(3) | The Reporting Person is a member of Morgenthaler Management Partners VII, LLC, the managing general partner of Morgenthaler Partners VII, L.P. As such, the Reporting Person shares voting and investment power over the shares held by Morgenthaler Partners VII, L.P. and may be deemed to have indirect beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of such shares held by Morgenthaler Partners VII, L.P. except to his proportionate pecuniary interest therein. |
(4) | These securities automatically converted into 407,830 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series A Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split |
(5) | These securities automatically converted into 1,305,057 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series C Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split. |
(6) | These securities automatically converted into 382,170 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series D Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split. |
(7) | The warrants to purchase shares of Series C Preferred Stock automatically converted into warrants to purchase shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. |
(8) | The number of shares and exercise price gives effect to the Issuer's 1-for-4.901 reverse stock split. |