UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series D Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 7,038,600 (5) | $ (4) | I | TCV VII, L.P. (1) (2) |
Series F Convertible Preferred Stock | Â (6) | Â (6) | Common Stock | 1,330,834 (7) | $ (6) | I | TCV VII, L.P. (1) (2) |
Series G Convertible Preferred Stock | Â (8) | Â (8) | Common Stock | 1,018,220 (9) | $ (8) | I | TCV VII, L.P. (1) (2) |
Series D Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 3,655,314 (10) | $ (4) | I | TCV VII (A), L.P. (1) (3) |
Series F Convertible Preferred Stock | Â (6) | Â (6) | Common Stock | 691,132 (11) | $ (6) | I | TCV VII (A), L.P. (1) (3) |
Series G Convertible Preferred Stock | Â (8) | Â (8) | Common Stock | 528,784 (12) | $ (8) | I | TCV VII (A), L.P. (1) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
 |  X |  | May be part of a 13(g) group |
KIMBALL RICK C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
 |  X |  | May be part of a 13(g) group |
DREW JOHN C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
 |  X |  | May be part of a 13(g) group |
REYNOLDS JON Q JR C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
 |  X |  | May be part of a 13(g) group |
Trudeau Robert C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
 |  X |  | May be part of a 13(g) group |
Marshall Christopher P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
 |  X |  | May be part of a 13(g) group |
TCV VII LP C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
 |  X |  | May be part of a 13(g) group |
TCV VII(A) L P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
 |  X |  | May be part of a 13(g) group |
Technology Crossover Management VII, Ltd. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
 |  X |  | May be part of a 13(g) group |
Technology Crossover Management VII, 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 TCV VII, L.P. | 03/21/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for TCV VII (A), L.P. | 03/21/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for Technology Crossover Management VII, Ltd. | 03/21/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for Technology Crossover Management VII, L.P. | 03/21/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for Jay C. Hoag | 03/21/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for Richard H. Kimball | 03/21/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for John L. Drew | 03/21/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for Jon Q. Reynolds, Jr. | 03/21/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for Robert W. Trudeau | 03/21/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for Christopher P. Marshall | 03/21/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | This Form 3 is filed by more than one Reporting Person and is a joint filing with the Form 3 filed by TCV Member Fund, L.P. and Timothy P. McAdam, John C. Rosenberg, and David L. Yuan (and, together with Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, and Christopher P. Marshall, the "Class A Directors") on March 21, 2012. |
(2) | These securities are held directly by TCV VII, L.P. The Class A Directors are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and limited partners of Technology Crossover Management VII, L.P. ("TCM VII") . Management VII is the general partner of TCM VII, which is the general partner of TCV VII, L.P. The Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., but each of the Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Management VII has no pecuniary interest in any of the securities that are being jointly reported by the Reporting Persons on this Form 3. |
(3) | These securities are held directly by TCV VII (A), L.P. The Class A Directors are Class A Directors of Management VII and limited partners of TCM VII . Management VII is the general partner of TCM VII, which is the general partner of TCV VII (A), L.P. The Class A Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., but each of the Class A Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Management VII has no pecuniary interest in any of the securities that are being jointly reported by the Reporting Persons on this Form 3. |
(4) | Shares of Series D Convertible Preferred Stock are convertible at any time at the election of the Reporting Persons and will automatically convert into Common Stock on a 2-for-1 basis immediately upon the closing of the Issuer's initial public offering. There is no expiration date. |
(5) | Represents number of shares of Common Stock underlying 3,519,300 shares of Series D Convertible Preferred Stock. |
(6) | Shares of Series F Convertible Preferred Stock are convertible at any time at the election of the Reporting Persons and will automatically convert into Common Stock on a 2-for-1 basis immediately upon the closing of the Issuer's initial public offering. There is no expiration date. |
(7) | Represents number of shares of Common Stock underlying 665,417 shares of Series F Convertible Preferred Stock. |
(8) | Shares of Series G Convertible Preferred Stock are convertible at any time at the election of the Reporting Persons and will automatically convert into Common Stock on a 2-for-1 basis immediately upon the closing of the Issuer's initial public offering. There is no expiration date. |
(9) | Represents number of shares of Common Stock underlying 509,110 shares of Series G Convertible Preferred Stock. |
(10) | Represents number of shares of Common Stock underlying 1,827,657 shares of Series D Convertible Preferred Stock. |
(11) | Represents number of shares of Common Stock underlying 345,566 shares of Series F Convertible Preferred Stock. |
(12) | Represents number of shares of Common Stock underlying 264,392 shares of Series G Convertible Preferred Stock. |