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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) | 04/27/2010 | C | 824,679 (4) | (5) | (6) | Common Stock | 824,679 | (1) | 0 | I | See footnote (2) | |||
Series B Preferred Stock | (3) | 04/27/2010 | C | 560,934 (4) | (5) | (6) | Common Stock | 560,934 | (3) | 0 | I | See footnote (2) | |||
Series C Preferred Stock | (3) | 04/27/2010 | C | 576,859 (4) | (5) | (6) | Common Stock | 576,859 | (3) | 0 | I | See footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Intersouth Associates VI, LLC C/O INTERSOUTH PARTNERS 406 BLACKWELL STREET, SUITE 200 DURHAM, NC 27701-3984 |
X | May be part of 13(d) group | ||
Mumma Mitch C/O INTERSOUTH PARTNERS 406 BLACKWELL STREET, SUITE 200 DURHAM, NC 27701-3984 |
X | May be part of 13(d) group | ||
Dougherty Dennis C/O INTERSOUTH PARTNERS 406 BLACKWELL STREET, SUITE 200 DURHAM, NC 27701-3984 |
X | May be part of 13(d) group | ||
INTERSOUTH PARTNERS VI LP C/O INTERSOUTH PARTNERS 406 BLACKWELL STREET, SUITE 200 DURHAM, NC 27701-3984 |
X | May be part of 13(d) group |
/s/ Mitch Mumma | 04/29/2010 | |
**Signature of Reporting Person | Date | |
/s/ Dennis Dougherty | 04/29/2010 | |
**Signature of Reporting Person | Date | |
/s/ Mitch Mumma, Intersouth Partners VI, L.P., By: Intersouth Associates VI, LLC, Its General Partner, By: Mitch Mumma, Title: Member Manager | 04/29/2010 | |
**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) | 781,092 shares of Series A Preferred Stock automatically converted into 824,679 shares of common stock immediately prior to the closing of the Issuer's initial public offering, for no additional consideration. |
(2) | The reportable securities are owned directly by Intersouth Partners VI, L.P. ("IP VI"). Intersouth Associates VI, LLC ("IA VI, LLC") is the general partner of IP VI. IA VI, LLC disclaims beneficial ownership of these securities and this report shall not be deemed an admission that IA VI, LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Mitch Mumma ("Mumma") and Dennis Dougherty ("Dougherty") are the member managers of IA VI, LLC. Each of Mumma and Dougherty disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. |
(3) | Each outstanding share of preferred stock automatically converted into 1 share of common stock immediately prior to the closing of the Issuer's initial public offering, for no additional consideration. |
(4) | Reflects a 3.4-for-1 reverse stock split, effective as of immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-162782). |
(5) | Immediately. |
(6) | Not applicable. |