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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 D Convertible Preferred Stock | (1) | 03/27/2012 | C(1) | 32,616 | (1) | (1) | Common Stock | 65,232 (1) | $ 0 (1) | 0 | I | TCV VII Member Fund, L.P. (4) (5) | |||
Series F Convertible Preferred Stock | (2) | 03/27/2012 | C(2) | 6,192 | (2) | (2) | Common Stock | 12,384 (2) | $ 0 (2) | 0 | I | TCV VII Member Fund, L.P. (4) (5) | |||
Series G Convertible Preferred Stock | (3) | 03/27/2012 | C(3) | 4,439 | (3) | (3) | Common Stock | 8,878 (3) | $ 0 (3) | 0 | I | TCV VII Member Fund, L.P. (4) (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Yuan David C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | X | May be part of a 13(g) group | |
McAdam Timothy P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of a 13(g) group | ||
Rosenberg John C. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of a 13(g) group | ||
TCV Member Fund, L.P. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of a 13(g) group |
Frederic D. Fenton, Authorized signatory for David L. Yuan | 03/29/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for Timothy P. McAdam | 03/29/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for John C. Rosenberg | 03/29/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for TCV Member Fund, L.P. | 03/29/2012 | |
**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 Series D Convertible Preferred Stock automatically converted into Common Stock on a two-for-one basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(2) | The Series F Convertible Preferred Stock automatically converted into Common Stock on a two-for-one basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(3) | The Series G Convertible Preferred Stock automatically converted into Common Stock on a two-for-one basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
(4) | 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., Technology Crossover Management VII, Ltd. ("Management VII"), Technology Crossover Management VII, L.P., Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, and Christopher P. Marshall (and, together with David L. Yuan, Timothy P. McAdam, and John C. Rosenberg, the "Class A Directors") on March 29, 2012. |
(5) | These securities are directly held by TCV Member Fund, L.P. ("Member Fund"). The Class A Directors are Class A Directors of Management VII, which is a general partner of Member Fund, and limited partners of Member Fund. The Class A Directors and Management VII may be deemed to beneficially own the securities held by Member Fund, but each of the Class A Directors and Management VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |