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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 | (1) | 06/05/2013 | C | 6,462,918 | (1) | (6) | Common Stock | 2,154,306 | $ 0 | 0 | I | See Footnotes (2) (3) | |||
| Series B Preferred Stock | (4) | 06/05/2013 | C | 6,217,335 | (4) | (6) | Common Stock | 2,072,445 | $ 0 | 0 | I | See Footnotes (3) (5) | |||
| Stock Option (right to buy) | $ 25.73 | 06/05/2013 | A | 17,666 | (7) | 06/04/2023 | Common Stock | 17,666 | $ 0 | 17,666 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SEIDENBERG BETH C 2750 SAND HILL ROAD MENLO PARK, CA 94025 |
X | X | ||
| /s/ Paul M. Vronsky, as attorney-in-fact | 06/07/2013 | |
| **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 share of Series A Preferred Stock was automatically converted into 1/3rd of a share of Common Stock basis upon the closing of the Issuer's initial public offering without payment of consideration. |
| (2) | The shares are directly held by Kleiner Perkins Caufield & Byers XIII, LLC ("KPCB XIII"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIII is KPCB XIII Associates, LLC ("XIII Associates"). The voting and dispositive control over the shares is shared by individual managing directors of XIII Associates, including the Reporting Person, none of whom has veto power. Excludes 155,694 shares of Common Stock issuable upon conversion of Series A Preferred Stock beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares. |
| (3) | The Reporting Person disclaims beneficial ownership over all Issuer shares held for convenience in the name of "KPCB Holdings, Inc. as nominee," except to the extent of her pecuniary interest therein and this filing is not an admission that the Reporting Person is the beneficial owner of these shares for the purposes of Section 16 or for any other purpose. |
| (4) | Each share of Series B Preferred Stock was automatically converted into 1/3rd of a share of Common Stock basis upon the closing of the Issuer's initial public offering without payment of consideration. |
| (5) | The shares are directly held by KPCB XIII. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIII is XIII Associates. The voting and dispositive control over the shares is shared by individual managing directors of XIII Associates, including the Reporting Person, none of whom has veto power. Excludes 149,777 shares of Common Stock issuable upon conversion of Series B Preferred Stock beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares. |
| (6) | Not applicable. |
| (7) | Vests in full upon the earlier of (i) the expiration of the Reporting Person's initial term of office as a director of the Issuer, scheduled to occur on the 2015 annual meeting of the Issuer's stockholders and (ii) June 30, 2015. In the event of a change in control of the Issuer, the vesting schedule of the option will accelerate in full. |