|
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 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Call Option (Right to Buy) | $ 17.81 | 04/02/2012 | P | 1 | 04/02/2012 | 04/03/2012 | Common Stock | 138,605 | (5) | 1 | I | By Vanguard VII, L.P. (1) (5) | |||
Call Option (Right to Buy) | $ 17.81 | 04/02/2012 | P | 1 | 04/02/2012 | 04/03/2012 | Common Stock | 13,163 | (5) | 1 | I | By Vanguard VII-A, L.P. (2) (5) | |||
Call Option (Right to Buy) | $ 17.81 | 04/02/2012 | P | 1 | 04/02/2012 | 04/03/2012 | Common Stock | 4,515 | (5) | 1 | I | By Vanguard Accredited Affiliates Fund, L.P. (3) (5) | |||
Call Option (Right to Buy) | $ 17.81 | 04/02/2012 | P | 1 | 04/02/2012 | 04/03/2012 | Common Stock | 2,058 | (5) | 1 | I | By Vanguard Qualified Affiliates Fund, L.P. (4) (5) | |||
Put Option (Obligation to Buy) | $ 17.81 | 04/02/2012 | S | 138,605 | 04/02/2012 | 04/03/2012 | Common Stock | 138,605 | (6) | 138,605 | I | By Vanguard VII, L.P. (1) (6) | |||
Put Option (Obligation to Buy) | $ 17.81 | 04/02/2012 | S | 13,163 | 04/02/2012 | 04/03/2012 | Common Stock | 13,163 | (6) | 13,163 | I | By Vanguard VII-A, L.P. (2) (6) | |||
Put Option (Obligation to Buy) | $ 17.81 | 04/02/2012 | S | 4,515 | 04/02/2012 | 04/03/2012 | Common Stock | 4,515 | (6) | 4,515 | I | By Vanguard Accredited Affiliates Fund, L.P. (3) (6) | |||
Put Option (Obligation to Buy) | $ 17.81 | 04/02/2012 | S | 2,058 | 04/02/2012 | 04/03/2012 | Common Stock | 2,058 | (6) | 2,058 | I | By Vanguard Qualified Affiliates Fund, L.P. (4) (6) | |||
Put Option (Obligation to Buy) | $ 17.81 | 04/02/2012 | X | 138,605 | 04/02/2012 | 04/03/2012 | Common Stock | 138,605 | (6) | 0 | I | By Vanguard VII, L.P. (1) (6) | |||
Put Option (Obligation to Buy) | $ 17.81 | 04/02/2012 | X | 13,163 | 04/02/2012 | 04/03/2012 | Common Stock | 13,163 | (6) | 0 | I | By Vanguard VII-A, L.P. (2) (6) | |||
Put Option (Obligation to Buy) | $ 17.81 | 04/02/2012 | X | 4,515 | 04/02/2012 | 04/03/2012 | Common Stock | 4,515 | (6) | 0 | I | By Vanguard Accredited Affiliates Fund, L.P. (3) (6) | |||
Put Option (Obligation to Buy) | $ 17.81 | 04/02/2012 | X | 2,058 | 04/02/2012 | 04/03/2012 | Common Stock | 2,058 | (6) | 0 | I | By Vanguard Qualified Affiliates Fund, L.P. (4) (6) | |||
Stock Option (Right to Buy) | $ 0.3 | 04/02/2012 | X | 15,240 | (7)(8) | 05/15/2012 | Common Stock | 15,240 | $ 0 | 15,240 | I | By Vanguard VII, L.P. (1) | |||
Stock Option (Right to Buy) | $ 0.3 | 04/02/2012 | X | 1,447 | (7)(8) | 05/15/2012 | Common Stock | 1,447 | $ 0 | 1,447 | I | By Vanguard VII-A, L.P. (2) | |||
Stock Option (Right to Buy) | $ 0.3 | 04/02/2012 | X | 497 | (7)(8) | 05/15/2012 | Common Stock | 497 | $ 0 | 497 | I | By Vanguard VII Accredited Affiliates Fund, L.P. (3) | |||
Stock Option (Right to Buy) | $ 0.3 | 04/02/2012 | X | 226 | (7)(8) | 05/15/2012 | Common Stock | 226 | $ 0 | 226 | I | By Vanguard VII Qualified Affiliates Fund, L.P. (4) | |||
Stock Option (Right to Buy) | $ 1.08 | 04/02/2012 | X | 5,035 | (7)(8) | 01/26/2015 | Common Stock | 5,035 | $ 0 | 5,035 | I | By Vanguard VII, L.P. (1) | |||
Stock Option (Right to Buy) | $ 1.08 | 04/02/2012 | X | 478 | (7)(8) | 01/26/2015 | Common Stock | 478 | $ 0 | 478 | I | By Vanguard VII-A, L.P. (2) | |||
Stock Option (Right to Buy) | $ 1.08 | 04/02/2012 | X | 164 | (7)(8) | 01/26/2015 | Common Stock | 164 | $ 0 | 164 | I | By Vanguard VII Accredited Affiliates Fund, L.P. (3) | |||
Stock Option (Right to Buy) | $ 1.08 | 04/02/2012 | X | 75 | (7)(8) | 01/26/2015 | Common Stock | 75 | $ 0 | 75 | I | By Vanguard VII Qualified Affiliates Fund, L.P. (4) | |||
Stock Option (Right to Buy) | $ 1.08 | 04/02/2012 | X | 4,564 | (7)(8) | 01/26/2016 | Common Stock | 4,564 | $ 0 | 4,564 | I | By Vanguard VII, L.P. (1) | |||
Stock Option (Right to Buy) | $ 1.08 | 04/02/2012 | X | 433 | (7)(8) | 01/26/2016 | Common Stock | 433 | $ 0 | 433 | I | By Vanguard VII-A, L.P. (2) | |||
Stock Option (Right to Buy) | $ 1.08 | 04/02/2012 | X | 149 | (7)(8) | 01/26/2016 | Common Stock | 149 | $ 0 | 149 | I | By Vanguard VII Accredited Affiliates Fund, L.P. (3) | |||
Stock Option (Right to Buy) | $ 1.08 | 04/02/2012 | X | 68 | (7)(8) | 01/26/2016 | Common Stock | 68 | $ 0 | 68 | I | By Vanguard VII Qualified Affiliates Fund, L.P. (4) | |||
Stock Option (Right to Buy) | $ 1.08 | 04/02/2012 | X | 10,649 | (7)(8) | 07/27/2016 | Common Stock | 10,649 | $ 0 | 10,649 | I | By Vanguard VII, L.P. (1) | |||
Stock Option (Right to Buy) | $ 1.08 | 04/02/2012 | X | 1,011 | (7)(8) | 07/27/2016 | Common Stock | 1,011 | $ 0 | 1,011 | I | By Vanguard VII-A, L.P. (2) | |||
Stock Option (Right to Buy) | $ 1.08 | 04/02/2012 | X | 347 | (7)(8) | 07/27/2016 | Common Stock | 347 | $ 0 | 347 | I | By Vanguard VII Accredited Affiliates Fund, L.P. (3) | |||
Stock Option (Right to Buy) | $ 1.08 | 04/02/2012 | X | 158 | (7)(8) | 07/27/2016 | Common Stock | 158 | $ 0 | 158 | I | By Vanguard VII Qualified Affiliates Fund, L.P. (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wood Donald F C/O VANGUARD VENTURES P.O. BOX 20068 SAN JOSE, CA 95160 |
X | X |
/s/ Donald F. Wood by Jay Spitzen, Attorney-in-Fact | 05/14/2012 | |
**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) | Shares are held directly by Vanguard VII, L.P. ("V7 LP"). |
(2) | Shares are held directly by Vanguard VII-A, L.P. ("V7A LP"). |
(3) | Shares are held directly by Vanguard VII Accredited Affiliates Fund, L.P. ("Accredited"). |
(4) | Shares are held directly by Vanguard VII Qualified Affiliates Fund, L.P. ("Qualified"). |
(5) | Consists of the option to purchase from Robert Shostak of an aggregate of (i) 103,115 shares of Common Stock and options to purchase 35,488 shares of Common Stock, (ii) 9,795 shares of Common Stock and options to purchase 3,369 shares of Common Stock, (iii) 3,359 shares of Common Stock and options to purchase 1,158 shares of Common Stock, and (iv) 1,531 shares of Common Stock and options to purchase 527 shares of Common Stock by V7 LP, V7A LP, Accredited, and Qualified, respectively, at a per share price of $17.81 subject to that certain Put and Call Agreement with Dr. Shostak, as amended, as disclosed in the issuer's Form S-1, incorporated herein by reference (the "Put/Call Agreement"). |
(6) | Consists of the obligation to purchase from Robert Shostak of an aggregate of (i) 103,115 shares of Common Stock and options to purchase 35,488 shares of Common Stock, (ii) 9,795 shares of Common Stock and options to purchase 3,369 shares of Common Stock, (iii) 3,359 shares of Common Stock and options to purchase 1,158 shares of Common Stock, and (iv) 1,531 shares of Common Stock and options to purchase 527 shares of Common Stock by V7 LP, V7A LP, Accredited, and Qualified, respectively, at a per share price of $17.81 subject to the Put/Call Agreement. |
(7) | Immediately exercisable. |
(8) | The stock option grant is fully vested. |
Remarks: This Form 4/A amends the Form 4 filed by the reporting person on April 4, 2012. Such Form 4 omitted transactions pertaining to the Put/Call Agreement. Donald F. Wood, Dan Eilers, Jack Gill, Tom McConnell, and Bob Ulrich are the managing members of Vanguard VII Venture Partners, LLC ("VVP"), which serves as the general partner to each of V7 LP, V7A LP, Accredited and Qualified (the "Vanguard V Funds"), and may be deemed to share voting and dispositive power over the shares held by the Vanguard Funds. The reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of his pecuniary interest in such securities. The filing of this report is not an admission that the Vanguard Funds, VVP or each of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. *This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by the Vanguard Funds and the managing members of VVP. |