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•	the emergence and growth of online third-party marketplaces;

•	mainstream adoption of mobile devices for e-commerce;

•	the increased use of search engines and comparison shopping websites;

•	global growth in e-commerce driving opportunities for international sales; and

•	the increasing use of social networks and other specialty websites as e-commerce channels.

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Single, fully integrated solution.    We provide our customers with a single web-based interface as the central location for them to control, analyze and manage their online sales across hundreds of available channels and multiple geographies. This unified view enables our customers to more easily and cost-effectively manage product listings, inventory availability, pricing optimization, search terms, data analytics and other critical functions.

•	Reduced integration costs, time to market and dependence on in-house resources.    Customers can more easily and quickly introduce their products, both to channels on which they already have a presence and to new channels, without incurring the costs related to installing and maintaining their own hardware and software infrastructure.

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Scalable technology platform.    In 2012, our customers processed over $3.5 billion in GMV through our platform, and as of September 30, 2013, our customers managed over 130 million SKUs of their inventory on our platform. We believe that the scalability of our platform allows our customers to quickly and efficiently increase the number of product listings and transactions processed through our platform.

•	Flexibility to adapt and instantaneous access to our most up-to-date capabilities.    When we develop and deploy new features, functions and capabilities, or make changes to keep up with the

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•	Robust data and reporting analytics.    We provide our customers with actionable insights across the latest channel and consumer trends and general product performance, which enables them to evaluate and, if necessary, improve the efficiency of their business rules on existing or new channels.

•	Industry leadership.    We believe that we are regarded as a trusted expert on the e-commerce industry. We have thousands of customers and we also maintain close working relationships with the major channels, including Amazon, eBay and Google. These relationships often provide us early visibility into upcoming changes that are important to our customers.

•	Channel independence.    Unlike the integration and listings management solutions offered by individual channels or third-party solutions that support only one channel or category of channel, our solutions do not favor any one channel over others. This channel independence enables our customers to optimize their online sales regardless of the specific channels they choose.

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Network effects.    We believe the breadth of channels that we support attracts customers to our solutions. As our customer base has grown, we have experienced increased demand from channels seeking to be integrated with our platform. We believe the demands of our customers for access to new online channels, and the demands of online channels for access to new retailers and manufacturers, reinforce each other and enhance the value of our solutions.

•	Economies of scale.    With over 2,200 customers subscribing to our solutions that generate core revenue, which we refer to as core customers, we believe that we have achieved economies of scale across our customer base that enable us to provide services more cost-effectively than retailers and manufacturers who develop and manage their own in-house systems.

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Established global presence.    As of September 30, 2013, we had over 600 core customers outside of the United States. Core customers outside the United States accounted for over 20% of our core revenue during the year ended December 31, 2012 and the nine months ended September 30, 2013. With international offices in the United Kingdom, Ireland, Germany, Australia, Hong Kong and Brazil, we believe that our international presence enhances our ability to connect customers with demand for their products from a global audience.

•	Expanding our sales force to acquire new customers.    We intend to increase our sales force in order to reach and acquire new customers in existing and new geographies. By increasing investment in our sales and marketing capabilities, we believe that we will be able to further expand our brand among new potential customers, grow our revenue and achieve greater economies of scale.

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Broadening and deepening existing customer relationships.    We intend to expand our sales, marketing and services efforts to help our customers increase their overall GMV processed through our platform by taking full advantage of the functionality of our suite of solutions. As our customer service team works with our customers to optimize usage of their existing modules, our customers’ online businesses often improve, and customers look to expand into additional modules within our suite of solutions.

•	Increasing our global market presence.    We intend to continue our international expansion to attract new international customers and help our existing multinational customers grow their online sales. We plan to expand our existing presence in Europe and the Asia-Pacific region and to establish new operations in Latin America.

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Expanding the number of channels supported by our platform.    We intend to continue to integrate our solutions with additional channels both within the United States and abroad, such as MercadoLibre in Latin America and Alibaba in Asia. We believe that by selectively adding more channels, we will grow both our customer base and the potential GMV that customers are able to process through our platform.

•	Maintaining innovation leadership.    We intend to continue to develop and introduce new features and improved functionality to our platform. Key initiatives include developing increased workflow automation, enhanced data analytics and expanded foreign language support.

•	Opportunistically pursuing strategic acquisitions.    We may pursue acquisitions of complementary businesses and technologies that are consistent with our overall growth strategy. We believe that a selective acquisition strategy could enable us to enhance our product capabilities, gain new customers and accelerate our expansion into new markets.

•	We have incurred significant net losses since inception, and we expect our operating expenses to increase significantly in the foreseeable future, which may make it more difficult for us to achieve profitability.

•	A significant portion of our revenue is attributable to sales by our customers on the Amazon and eBay marketplaces and through advertisements on Google. Our inability to continue to integrate our solutions with these channels would make our solutions less appealing to existing and potential new customers and could significantly reduce our revenue.

•	We may not be able to respond to rapid changes in channel technologies or requirements, which could cause us to lose customers and revenue and make it more difficult to achieve profitability.

•	We may not be able to compete successfully against current and future competitors, which could include the channels themselves.

•	We currently rely on two non-redundant data centers to deliver our SaaS solutions. Any disruption of service at these facilities could harm our business.

•	We rely in part on a pricing model under which a portion of the subscription fees we receive from customers is variable, based upon the amount of GMV that those customers process through our platform, and any change in the attractiveness of that model or any decline in our customers’ sales could adversely affect our financial results.

•	If the e-commerce market does not grow, or grows more slowly than we expect, particularly on the channels that our solutions support, demand for our solutions could be adversely affected.

•	Our increasing international operations subject us to increased challenges and risks.

•	We may need additional capital in the future to meet our financial obligations and to pursue our business objectives. This capital may not be available on favorable terms, or at all.

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•	2,569,393 shares of our common stock issuable upon the exercise of stock options outstanding under our 2001 stock plan and our 2013 equity incentive plan as of September 30, 2013, at a weighted average exercise price of $5.75 per share, of which 193,299 shares are expected to be issued upon the exercise of options by some of the selling stockholders in connection with this offering;

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1,625,728 shares of our common stock issuable upon the exercise of warrants outstanding as of September 30, 2013, at a weighted average exercise price of $13.93 per share, of which 317,011 shares are expected to be issued upon the net exercise of warrants by some of the selling stockholders in connection with this offering and 177,978 shares are expected to be surrendered to us upon such net exercises;

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•	1,142,479 shares of our common stock reserved for future issuance, as of September 30, 2013, under our 2013 equity incentive plan; and

•	any additional shares that may be reserved for future issuance under our 2013 equity incentive plan as a result of automatic annual increases in the share reserve beginning on January 1, 2014.

•	no exercise of options or warrants outstanding as of September 30, 2013; and

•	no exercise by the underwriters of their option to purchase additional shares.

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(1)	We define adjusted EBITDA, which is a non-GAAP financial measure, as net loss plus: income tax expense, interest expense, depreciation and amortization, and stock-based compensation. Please see “—Adjusted EBITDA” for more information and for a reconciliation of adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP.

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•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•	adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•	adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;

•	adjusted EBITDA does not reflect interest or tax payments that may represent a reduction in cash available to us; and

•	other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

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•	Potential customers may choose to continue using or to develop applications in-house, rather than pay for our solutions;

•	The channels themselves, which typically offer software tools, often for free, that allow retailers and manufacturers to connect to them, may decide to compete more vigorously with us;

•	Competitors may adopt more aggressive pricing policies and offer more attractive sales terms, adapt more quickly to new technologies and changes in customer requirements, and devote greater resources to the promotion and sale of their products and services than we can;

•	Current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to enhance their products and expand their markets, and consolidation in our industry is likely to intensify. Accordingly, new competitors or alliances among competitors may emerge and rapidly acquire significant market share;

•	Current and potential competitors may offer software that addresses one or more online channel management functions at a lower price point or with greater depth than our solutions and may be able to devote greater resources to those solutions than we can; and

•	Software vendors could bundle channel management solutions with other solutions or offer such products at a lower price as part of a larger product sale.

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•	seasonal patterns in consumer spending;

•	the addition of new customers or the loss of existing customers;

•	changes in demand for our software;

•	the timing and amount of sales and marketing expenses;

•	changes in the prospects of the economy generally, which could alter current or prospective customers’ spending priorities, or could increase the time it takes us to close sales;

•	changes in our pricing policies or the pricing policies of our competitors;

•	costs necessary to improve and maintain our software platform; and

•	costs related to acquisitions of other businesses.

•	hire additional personnel, both domestically and internationally;

•	implement additional management information systems;

•	maintain close coordination among our engineering, operations, legal, finance, sales and marketing and client service and support organizations; and

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•	further develop our operating, administrative, legal, financial and accounting systems and controls.

•	difficulties in integrating the operations, technologies, services and personnel of acquired businesses, especially if those businesses operate outside of our core competency of providing e-commerce software solutions;

•	cultural challenges associated with integrating employees from acquired businesses into our organization;

•	ineffectiveness or incompatibility of acquired technologies or services;

•	failure to successfully further develop the acquired technology in order to recoup our investment;

•	potential loss of key employees of acquired businesses;

•	inability to maintain the key business relationships and the reputations of acquired businesses;

•	diversion of management’s attention from other business concerns;

•	litigation for activities of acquired businesses, including claims from terminated employees, customers, former stockholders or other third parties;

•	in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;

•	costs necessary to establish and maintain effective internal controls for acquired businesses; and

•	increased fixed costs.

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•	recruiting and retaining employees in foreign countries;

•	increased competition from local providers;

•	compliance with applicable foreign laws and regulations;

•	longer sales or collection cycles in some countries;

•	credit risk and higher levels of payment fraud;

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•	compliance with anti-bribery laws, such as the Foreign Corrupt Practices Act;

•	currency exchange rate fluctuations;

•	foreign exchange controls that might prevent us from repatriating cash earned outside the United States;

•	economic and political instability in some countries;

•	less protective intellectual property laws;

•	compliance with the laws of numerous foreign taxing jurisdictions in which we conduct business, potential double taxation of our international earnings and potentially adverse tax consequences due to changes in applicable U.S. and foreign tax laws;

•	increased costs to establish and maintain effective controls at foreign locations; and

•	overall higher costs of doing business internationally.

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•	hurt our reputation;

•	adversely affect our relationships with our current or future customers;

•	cause delays or stoppages in providing our services;

•	divert management’s attention and resources;

•	require technology changes to our software that would cause us to incur substantial cost;

•	subject us to significant liabilities; and

•	require us to cease some or all of our activities.

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•	actual or anticipated variations in our operating results;

•	changes in financial estimates by us or by any securities analysts who might cover our stock;

•	conditions or trends in our industry;

•	stock market price and volume fluctuations of comparable companies and, in particular, those that operate in the software industry;

•	announcements by us or our competitors of new product or service offerings, significant acquisitions, strategic partnerships or divestitures;

•	announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;

•	capital commitments;

•	investors’ general perception of our company and our business;

•	recruitment or departure of key personnel; and

•	sales of our common stock, including sales by our directors and officers or specific stockholders.

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•	stock options to purchase an aggregate of 2,569,393 shares of common stock at a weighted average exercise price of $5.75 per share, of which 193,299 shares are expected to be issued upon the exercise of options by some of the selling stockholders in connection with this offering; and

•	warrants to purchase an aggregate of 1,625,728 shares of our common stock at a weighted average exercise price of $13.93 per share, of which 317,011 shares are expected to be issued upon the net exercise of warrants by some of the selling stockholders in connection with this offering and 177,978 shares are expected to be surrendered to us upon such net exercises.

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•	only one of our three classes of directors is elected each year;

•	stockholders are not entitled to remove directors other than by a 66 2/3% vote and only for cause;

•	stockholders are not permitted to take actions by written consent;

•	stockholders cannot call a special meeting of stockholders; and

•	stockholders must give advance notice to nominate directors or submit proposals for consideration at stockholder meetings.

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•	the growth of the e-commerce industry and the SaaS enterprise application software market in general;

•	the expected growth of advertising dollars spent on paid search and GMV sold on comparison shopping websites;

•	consumer adoption of mobile devices and usage for commerce;

•	the growth of social networking and commerce applications; and

•	our growth strategy.

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•	“The Evolution of Global eCommerce Markets,” Forrester Research, Inc., June 25, 2013; and

•	“US Mobile Retail Forecast, 2012 To 2017,” Forrester Research, Inc., January 16, 2013.

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•	on an actual basis; and

•	on an as-adjusted basis to give effect to our sale of 1,000,000 shares of common stock in this offering at the public offering price of $34.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

•	2,569,393 shares of our common stock issuable upon the exercise of stock options outstanding under our 2001 stock plan and our 2013 equity incentive plan as of September 30, 2013, at a weighted average exercise price of $5.75 per share, of which 193,299 shares are expected to be issued upon the exercise of options by some of the selling stockholders in connection with this offering;

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1,625,728 shares of our common stock issuable upon the exercise of warrants outstanding as of September 30, 2013, at a weighted average exercise price of $13.93 per share, of which 317,011 shares are expected to be issued upon the net exercise of warrants by some of the selling stockholders in connection with this offering and 177,978 shares are expected to be surrendered to us upon such net exercises;

•	1,142,479 shares of our common stock reserved for future issuance, as of September 30, 2013, under our 2013 equity incentive plan; and

•	any additional shares that may be reserved for future issuance under our 2013 equity incentive plan as a result of automatic annual increases in the share reserve beginning on January 1, 2014.

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(1)	We define adjusted EBITDA as net loss plus: income tax expense, interest expense, depreciation and amortization, and stock-based compensation. Please see “—Adjusted EBITDA” for more information and for a reconciliation of adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP.

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•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•	adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•	adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;

•	adjusted EBITDA does not reflect interest or tax payments that may represent a reduction in cash available to us; and

•	other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

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•	the contract has been signed by both parties;

•	the customer has access to our platform and transactions can be processed;

•	the fees are fixed or determinable; and

•	collection is reasonably assured.

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•	independent third-party valuations performed contemporaneously or shortly before the grant date, as applicable;

•	the fact that we were a privately held technology company and our common stock was illiquid;

•	the nature and history of our business;

•	our historical financial performance;

•	our discounted future cash flows, based on our projected operating results;

•	valuations of comparable public companies;

•	the potential impact on common stock of liquidation preference rights of redeemable convertible preferred stock under different valuation scenarios;

•	general economic conditions and the specific outlook for our industry;

•	the likelihood of achieving a liquidity event for shares of our common stock, such as an initial public offering, or IPO, or a sale of our company, given prevailing market conditions, or remaining a private company; and

•	the state of the IPO market for similarly situated privately held technology companies.

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•	an IPO;

•	a strategic merger or sale;

•	our remaining a private company; and

•	the sale of our technology and the resulting dissolution of our company.

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•	The liquidity event scenario probabilities and valuation method used for determining the fair value of our common stock were as follows:

•	A discount rate of 25%, based on our estimated cost of capital.

•	A lack of marketability discount of 25% and a lack of control discount of 20%.

•	The macro-economic conditions at the time, with uncertainty as to whether the overall economy would rebound in the near term, and the uncertainty as to the impact of the recession on the purchasing patterns of our customer base, did not warrant a change in valuation as of the February 11, 2011 stock option grant date.

•	The liquidity event scenario probabilities and valuation method used for determining the fair value of our common stock were as follows:

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•	A discount rate of 15%, based on our estimated cost of capital.

•	A lack of marketability discount of 20% and a lack of control discount of 20%.

•	The macro-economic conditions at the time, with uncertainty as to whether the overall economy would rebound in the near term, and the uncertainty as to the impact of the recession on the purchasing patterns of our customer base, did not warrant a change in valuation as of the August and December stock option grant dates.

•	The liquidity event scenario probabilities and valuation method used for determining the fair value of our common stock were as follows:

•	A discount rate of 25%, based on our estimated cost of capital.

•	A lack of marketability discount of 20%.

•	increased market valuations of the guideline companies used in determining total equity value;

•	a higher projected revenue forecast for us;

•	application of a higher revenue multiple based on the then-current market conditions for our guideline companies to our higher projected revenue forecast;

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•	our strong operating performance during the fourth quarter of 2011 and the first quarter of 2012, primarily attributable to revenue growth from an increase in the number of core customers using our platform; and

•	significant improvement in overall macroeconomic conditions.

•	The liquidity event scenario probabilities and valuation method used for determining the fair value of our common stock were as follows:

•	A discount rate of 25%, based on our estimated cost of capital.

•	A lack of marketability discount of 20%.

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•	The liquidity event scenario probabilities and valuation method used for determining the fair value of our common stock were as follows:

•	A discount rate of 20%, based on our estimated cost of capital.

•	A lack of marketability discount of 10%.

•	Inputs for the OPM calculation:

•	A risk-free interest rate of 0.2%.

•	An expected life, or time until a liquidity event, of 1.1 years.

•	An expected volatility yield of 47% based on historical trading volatility for our comparable guideline companies.

•	A dividend yield of 0%.

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The independent valuation prepared as of December 31, 2012 was the basis for the determination of the fair value of our common stock on March 8, 2013. The PWERM valuation contained an IPO scenario with a probability of 60% and an OPM scenario to collectively model the full distribution of possible non-IPO scenarios with a probability of 40%. In addition, the PWERM valuation included a discount of approximately 9% to reflect the time value of money for the period from the assumed IPO date back to the valuation date as well as a 10% discount for lack of marketability of our common stock. If we had considered only a single scenario with 100% probability of an IPO occurring by June 30, 2013 and without applying a discount for lack of marketability or the time value of money, the independent valuation would have been $13.92 per share.

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During the last half of March and first half of April 2013, we completed several critical events necessary to proceed toward an IPO, including the presentation of our full year 2012 financial results to our underwriters and their research analysts, in order for them to assess the Company’s marketability, and an assessment of our first quarter 2013 results to determine whether the underwriters would support proceeding with an IPO.

•	Our convertible preferred stock had substantial economic rights and preferences over our common stock. An IPO would result in the conversion of our preferred stock upon the completion of the offering and the corresponding elimination of these preferences, which would result in an increased common

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•	The proceeds of a successful IPO would substantially strengthen our balance sheet by increasing our liquidity. Additionally, the completion of an IPO would provide us with access to the public company debt and equity markets. These projected improvements in our financial position would increase the valuation of our common stock as compared to the valuation as of March 8, 2013.

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•	the availability of a broader selection of merchandise online;

•	consumer convenience and ease of use;

•	more competitive and transparent pricing;

•	increased functionality and reliability of e-commerce websites;

•	the emergence of mobile connected devices and specialized websites; and

•	the proliferation of online distribution channels.

•	connect with new channels and more easily integrate with channels they already use;

•	access emerging online sources of consumer demand, such as social networks and mobile devices;

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•	adapt to the frequently changing policies and requirements of each channel;

•	manage real-time inventory allocation and availability across channels;

•	implement dynamic pricing and promotion strategies across channels;

•	efficiently manage, evaluate and optimize customer traffic to their own e-commerce websites;

•	more easily sell into new geographic territories worldwide;

•	reduce dependence on in-house information technology staff and avoid significant up-front capital expenses; and

•	access in real-time the latest product and software upgrades that we regularly release on our SaaS platform to keep up with the rapid pace of change and innovation in the market.

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Emergence and growth of online third-party marketplaces.    Third-party marketplaces, which are marketplaces that aggregate many sellers, are an increasingly important driver of growth for a number of large online retailers. Some of these marketplaces, such as Amazon, offer products from their own inventory, known as first-party products, as well as products sold by others, known as third-party products; other marketplaces, such as eBay, offer only third-party products. Amazon has reported that third-party products represented 39% of its total paid units sold in the fourth quarter of 2012, up from 36% in the fourth quarter of 2011. In addition, several of the largest traditional brick-and-mortar retailers, including Wal-Mart, Best Buy, Sears and Tesco, have incorporated third-party marketplaces into their online storefronts, allowing other retailers and manufacturers to market their products to consumers they might not otherwise reach.

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Mainstream adoption of mobile devices for e-commerce.    Adoption of mobile internet-enabled devices, such as smartphones and tablets, continues to increase rapidly. According to International Data Corporation, or IDC, a market research firm, the number of smartphones shipped by vendors worldwide is expected to increase from 723.8 million in 2012 to 1.7 billion by 2017, a compound annual growth rate of 19%. This increase in penetration of internet-enabled mobile devices coincides with a similar increase in mobile commerce. According to Forrester, mobile commerce is expected to grow

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Growth of additional online consumer touch points.    As consumers have moved more of their shopping and product discovery online, paid search and comparison shopping sites have emerged as key influencers and important points of product research for consumers making purchase decisions. ZenithOptimedia, a media agency, estimates that, in the United States, advertising dollars spent on paid search will grow from $11.4 billion in 2011 to $18.9 billion in 2015, a compound annual growth rate of 13%.

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Global growth in e-commerce driving opportunities for international selling.    The growth in e-commerce globally presents an opportunity for retailers and manufacturers to engage in international sales. For example, eBay has reported that its international sales volume has grown at a compound annual growth rate of 20% over the last three years. As of December 31, 2012, eBay and Amazon maintained an aggregate of 40 international websites. However, country-specific marketplaces are often the market share leaders in their regions, as is the case for MercadoLibre in much of Latin America and Alibaba in Asia. Retailers and manufacturers seeking to increase international e-commerce often need to extend their online presence to include a variety of these international channels.

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Widespread use of social networking and commerce applications.    Consumer adoption of social networking and commerce applications has grown dramatically. Facebook, for example, reported over one billion monthly active users as of December 31, 2012, up from 197 million as of March 31, 2009. Likewise, Groupon has reported that revenue from Groupon Goods, its service that sells discounted merchandise, increased from $19 million in the first quarter of 2012 to $225 million in the fourth quarter of 2012. The rapid growth of social networking and commerce applications provides a nascent but potentially valuable channel through which retailers and manufacturers can connect to consumers.

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In-house solutions are costly and may be slow to adapt to industry change and innovation.    To keep up with the pace of change and innovation of online channels, retailers and manufacturers that rely on in-house capabilities are required to invest in and maintain significant technological infrastructure, human resources and industry relationships. Successful in-house solutions typically require long periods of setup time and substantial up-front capital expenditures by the seller to procure hardware, as well as significant ongoing expense to maintain the infrastructure and staff necessary to keep these systems running effectively. For smaller retailers and manufacturers, these up-front investments and ongoing costs can be prohibitively expensive.

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Point solutions are limited in functionality and channels supported.    There are numerous narrowly tailored, or point, solutions available for retailers and manufacturers to help them manage single online channels or a single category of channels, but these point solutions often do not address the needs of retailers and manufacturers seeking to manage pricing and inventory across multiple channels through a single, unified platform. For example, there are a number of search engine marketing firms that manage paid search programs on behalf of retailers, but those firms typically do not help retailers integrate with third-party marketplaces or comparison shopping sites. Similarly, existing marketplace integration vendors may not offer solutions for other online channels. Without a single, integrated platform that connects with a broad array of channels, retailers and manufacturers must work with disparate point solutions, which is often inefficient and difficult to manage.

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Solutions provided by the channels are not aligned with customers’ broader online goals.    Most online channels offer their own solutions that help retailers and manufacturers connect with their specific channel and provide basic inventory control and data reporting functionality. By their very nature, however, these solutions are not channel independent and cannot help customers coordinate or optimize their online sales across the multiple online avenues available to them. As with point solutions, retailers and manufacturers must work with disparate third-party providers to connect with a broad array of channels, which requires significant time and costs.

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Single, fully integrated solution.    Through our SaaS platform, we provide our customers with a single web-based interface as the central location for them to control, analyze and manage their online sales across hundreds of available channels and multiple geographies. This unified view enables our customers to more cost-effectively manage product listings, inventory availability, pricing optimization, search terms, data analytics and other critical functions across channels based on the customer’s specified rules and performance metrics in order to drive traffic and increase revenue.

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Reduced integration costs, time to market and dependence on in-house resources.     Customers can more easily and quickly introduce their products, both to channels on which they already have a presence and to new channels, without the costs related to installing and maintaining their own hardware and software infrastructure. A customer’s initial installation and integration of our solutions can often be completed in less than two months, with additional modules of our software generally available immediately without incurring significant additional resources to integrate. We manage and host our solutions on behalf of our customers, thereby reducing the customer’s cost and dependency on dedicated IT staff or on-premises systems.

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Scalable technology platform.    In 2012, our customers processed over $3.5 billion in GMV through our platform and as of September 30, 2013, our customers managed over 130 million SKUs of their inventory on our platform. We believe that the scalability of our platform allows us to quickly and efficiently support an increasing number of product listings and transactions processed through our platform as we add new customers, integrate new channels and accommodate seasonal surges in consumer demand.

•	Flexibility to adapt and instantaneous access to our most up-to-date capabilities.     Channels are frequently updating their product information requirements, policies, merchandising strategies and integration specifications, requiring customers to frequently revise their product listings, attributes,

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Robust data and reporting analytics.    Through our robust data and reporting analytics, we provide our customers with insight into the latest channel and consumer trends and general product performance. Our dashboards highlight sales trends, top performing products, seller reputation and repricing activity, among other key performance indicators, and alert customers to issues and errors in product listings. These capabilities provide actionable insights that allow customers to evaluate and, if necessary, improve the efficiency of their business rules on existing or new channels.

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Industry leader with trusted reputation and long-term channel relationships.    We believe that we are regarded as a trusted expert on the e-commerce industry. We publish industry data and analyses through blogs that are followed and often cited by prominent industry analysts and major national publications, including Thomson Reuters, The Wall Street Journal, Bloomberg and The New York Times. We believe our thought leadership position not only reinforces the value of our brand for potential customers but also allows us to offer our existing customers differentiated insights that help them adapt to the rapidly and continuously changing e-commerce landscape. We have thousands of customers and we also maintain close working relationships with the major channels, including Amazon, eBay and Google. These relationships often provide us early visibility into upcoming changes that are important to our customers.

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Channel independence.    Unlike the integration and listings management solutions offered by individual channels or competitive third-party solutions that support only one channel or category of channels, our solutions do not favor any particular group of channels or any one channel over others. As a result, we are more independent and therefore focus primarily on providing solutions to our customers to enable them to maximize their GMV processed through our platform, regardless of which channel benefits from the increased GMV. This independence also allows us to continuously add new channels that will help to increase our customers’ online sales, without having to specifically consider the impact on other existing channels of our adding a new channel. We believe that our pricing model, under which a portion of our revenue is dependent upon the amount of GMV processed through our platform, aligns our interests with those of our customers, regardless of the specific channels they choose.

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Network effects from breadth of channel relationships and size of customer base.    We enable our customers to connect with over 200 online channels, including well-known, global companies such as Amazon, eBay, Google, Bing, Yahoo! and Facebook, as well as many emerging, specialty retail and geographically focused companies, such as La Redoute, Buscapé and TradeMe. We believe the breadth of channels that we support attracts customers to our solutions. As our customer base has grown, we have also experienced increased demand from channels seeking to be integrated with our platform. We believe the demands of our customers for access to new online channels, and the demands of online channels for access to new retailers and manufacturers, reinforce each other and enhance the value of our solutions.

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Economies of scale and resulting cost efficiencies.    We believe that having over 2,200 core customers gives us economies of scale across our customer base that enable us to provide services more cost-effectively than retailers and manufacturers who develop and manage their own in-house systems. For example, because of our single code base and multi-tenant architecture, we can leverage our investments in integrations to channels like Amazon and eBay across our entire customer base. We are also able to use a common infrastructure to accommodate spikes in transaction volume.

•	Established global presence.    We have established a strong international presence since launching our international operations in 2004. As of September 30, 2013, we had over 600 core customers

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•	Expand our sales force to acquire new customers.    We intend to increase our sales force in order to reach and acquire new customers in existing and new geographies. By increasing investment in our sales and marketing capabilities, we believe that we will be able to further expand our brand among new potential customers, grow our revenue and achieve greater economies of scale.

•

Broaden and deepen existing customer relationships.    We intend to expand our sales, marketing and services efforts to help our customers increase their overall GMV processed through our platform by taking full advantage of the functionality of our suite of solutions. Typically, new customers initially subscribe to one or two modules that address an immediate need. As our customer service team helps these customers optimize usage of their existing modules, their online businesses often improve and customers look to expand into additional modules within our suite of solutions. Our sales and account management teams are then able to cross-sell additional modules, thereby broadening and deepening our customer relationships.

•

Increase our global market presence.    We have already developed a strong international presence, with over 20% of our core revenue for the year ended December 31, 2012 generated from customers outside of the United States, and we believe there is significant opportunity for further international growth. We intend to continue our international expansion to attract new international customers and help our existing multinational customers grow their online sales. We plan to expand our existing presence in Europe and the Asia-Pacific region and to establish new operations in Latin America.

•

Expand the number of channels supported by our platform.    We intend to continue to build integrations with additional channels, both within the United States and abroad. Although our channel portfolio already includes hundreds of channels, there are a number of large channels with which our solutions are not integrated, such as MercadoLibre in Latin America and Alibaba in Asia. Similarly, we believe that as e-commerce grows in importance, new and innovative online channels for marketing and selling merchandise will continue to emerge. We believe that by selectively adding more channels, we will grow both our customer base and the potential GMV that customers are able to process through our platform.

•

Maintain innovation leadership.    We intend to continue to develop and introduce new features and improved functionality to our platform. Key initiatives include developing increased workflow automation, enhanced data analytics and expanded foreign language support. In addition, as the GMV processed through our platform and the number of available channels we support increase, we will continue to invest in our technology so that it remains scalable and reliable.

•	Opportunistically pursue strategic acquisitions.    We may opportunistically pursue acquisitions of complementary businesses and technologies that are consistent with our overall growth strategy. We believe that a selective acquisition strategy could enable us to enhance our product capabilities, gain new customers and accelerate our expansion into new markets.

•	Inventory and order management.    We provide a single, unified platform for our customers to upload and modify their product catalog data, monitor inventory stock levels and create a single inventory feed that serves multiple available online channels. Managing inventory and order data is the foundation for much of the customer activity on our platform. We offer a variety of ways for customers

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Product matching.    Once inventory is loaded into the platform, we provide features that improve our customer’s ability to successfully list its products on the various channels. Depending on the needs of the particular channel, we are able to pre-validate the customer’s data and formats before sending them to the channel, reducing errors caused by poor data quality and thus reducing the time it takes to list products on that channel. On some channels, we employ advanced product-matching algorithms that are designed to accurately place the customer’s product offerings within the channel’s product classification taxonomy.

•

Business rules and templates.    Our platform offers tools that enable a customer to develop and manage sophisticated business rules and product listing templates that automatically determine how and when the product will be displayed in each channel. Through a single interface, a customer can utilize these tools to customize product listing descriptions across various channels using different attributes, such as price, time of day and competitive dynamics. For example, a consumer electronics retailer can automatically advertise tens of thousands of products on multiple channels while ensuring real-time accuracy of product availability, optimizing price and managing to specific margin thresholds, all at an individual product level.

•

Price optimization.    Our platform provides customers the ability to dynamically price their products across some of our available channels based on a number of factors, such as prices of competitors, margin thresholds and promotions. Prices can vary by channel and, using our sophisticated technology, a customer can automatically update pricing based on the competitive environment. The customer avoids the manual effort of monitoring the competition and changing prices, while preserving the ability to remain price competitive.

•

Proprietary reporting and analytics.    We provide proprietary reporting and analytics capabilities that allow our customers to view general product performance and trends affecting their consumer base across multiple channels and to obtain detailed performance data at a channel or SKU level that can be used in a particular online sales campaign. Our dashboards highlight sales trends, top performing products, seller reputation and repricing activity, among other key performance indicators. The dashboards also alert customers to issues or errors, such as data that are in a form inconsistent with the requirements of a particular channel. These capabilities provide actionable insights that allow customers to revise their business rules and listings on a real-time basis with the goal of improving their sales and profitability.

•

Developer ecosystem.    We offer third-party developers of complementary e-commerce solutions access to our platform through APIs. These APIs enable these third-party developers to build connections to our platform that meet their specific needs without requiring us to offer customized software code to them. We currently provide APIs to approximately 100 third-party developers who have integrated their solutions with ours. For example, our API integrates our platform with online storefronts provided by Demandware, another provider of SaaS e-commerce solutions, to further streamline our joint customers’ e-commerce operations.

•	Marketplaces.    Our Marketplaces module connects customers to third-party marketplaces, including Amazon, Buy.com, eBay, Groupon, La Redoute, Newegg, Sears.com and TradeMe.

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•	Comparison Shopping.    Our Comparison Shopping module connects customers to over 100 comparison shopping websites, including Google Shopping, Nextag, PriceGrabber, Shopping.com, TheFind, LeGuide and Kelkoo.

•	Paid Search.    Our Paid Search module allows customers to advertise products on search engines such as Google, Bing and Yahoo!. This module utilizes data from our inventory management system and also provides an automated search-term bidding capability so that customers can better manage their online marketing spending.

•

Social Campaigns.    Our Social Campaigns module allows customers to publish customized promotional campaigns on Facebook. With this module, customers can promote featured products, seasonal specials, daily deals and new products to educate consumers, increase brand awareness and drive traffic back to their own e-commerce websites. This module also allows customers to include social buttons, such as “Like,” “Share” and “Send,” to encourage interaction and sharing of products with other potential consumers.

•	Flex Feeds.    Our Flex Feeds module allows customers to generate and send customized product data feeds to their partners, such as affiliate networks, retargeting vendors, personalization vendors and product review platforms.

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Webstores.    Our Webstores module offers e-commerce website capabilities and targets smaller customers that seek to establish their own online storefronts, including sites optimized for mobile access. In addition to providing inventory management and search engine optimization for their own websites, customers can add functionality and features made available by third parties, such as product reviews, live chat and checkout capabilities.

•	Rich Media.    Our Rich Media module provides enhanced media asset management, image zoom, color swatching and video capabilities and is targeted to customers seeking to enhance product merchandising and their consumers’ online experience on their e-commerce websites, thereby improving conversion rates.

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•	industry expertise and thought leadership;

•	relationships with leading online channels;

•	relationships with leading retailers and manufacturers;

•	channel independence;

•	breadth of online channels supported;

•	integration of capabilities;

•	proven and scalable technology; and

•	brand awareness and reputation.

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•	Class I consists of Messrs. Hower, Volpe and Wingo, and their term will expire at our 2014 annual meeting of stockholders;

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•	Class II consists of Messrs. Buckley and Kerins, and their term will expire at our 2015 annual meeting of stockholders; and

•	Class III consists of Messrs. Buinevicius and Williams, and their term will expire at our 2016 annual meeting of stockholders.

•	appointing and retaining an independent registered public accounting firm to serve as independent auditor to audit our consolidated financial statements, overseeing the independent auditor’s work and determining the independent auditor’s compensation;

•	approving in advance all audit services and non-audit services to be provided to us by our independent auditor;

•	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, auditing or compliance matters, as well as for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•	reviewing and discussing with management and our independent auditor the results of the annual audit and the independent auditor’s review of our quarterly consolidated financial statements; and

•	conferring with management and our independent auditor about the scope, adequacy and effectiveness of our internal accounting controls, the objectivity of our financial reporting and our accounting policies and practices.

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establishing and approving, and making recommendations to the board of directors regarding, performance goals and objectives relevant to the compensation of our chief executive officer, evaluating the performance of our chief executive officer in light of those goals and objectives and setting, or recommending to the full board of directors for approval, the chief executive officer’s compensation, including incentive-based and equity-based compensation, based on that evaluation;

•	setting the compensation of our other executive officers, based in part on recommendations of the chief executive officer;

•	exercising administrative authority under our stock plans and employee benefit plans;

•	establishing policies and making recommendations to our board of directors regarding director compensation;

•	reviewing and discussing with management the compensation discussion and analysis that we may be required from time to time to include in SEC filings; and

•	preparing a compensation committee report on executive compensation as may be required from time to time to be included in our annual proxy statements or annual reports on Form 10-K filed with the SEC.

•	assessing the need for new directors and identifying individuals qualified to become directors;

•	recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees;

•	assessing individual director performance, participation and qualifications;

•	developing and recommending to the board corporate governance principles;

•	monitoring the effectiveness of the board and the quality of the relationship between management and the board; and

•	overseeing an annual evaluation of the board’s performance.

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(1)

This column reflects the full grant date fair value for options granted during the year as measured pursuant to ASC Topic 718 as stock-based compensation in our consolidated financial statements. Unlike the calculations contained in our financial statements, this calculation does not give effect to any estimate of forfeitures related to service-based vesting but assumes that the director will perform the requisite service for the award to vest in full. The assumptions we used in valuing options are described in Note 10 to our audited consolidated financial statements included in this prospectus.

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(1)

This column reflects the full grant date fair value for options granted during the year as measured pursuant to ASC Topic 718 as stock-based compensation in our consolidated financial statements. Unlike the calculations contained in our financial statements, this calculation does not give effect to any estimate of forfeitures related to service-based vesting but assumes that the executive will perform the requisite service for the award to vest in full. The assumptions we used in valuing options are described in Note 10 to our audited consolidated financial statements included in this prospectus.

(2)	Amounts shown in this column represent the amounts earned and payable under our cash bonus plan for the indicated year.

(3)	Consists of company-paid life insurance premiums and company contributions to the officer’s 401(k) plan.

(4)	Each of Messrs. Wingo and Buinevicius is also a member of our board of directors but does not receive any additional compensation in his capacity as a director.

(5)	Mr. Baule became an executive officer of our company as of November 1, 2012.

(6)	Mr. Alridge resigned as an executive officer of our company on October 3, 2013.

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(1)	There was no threshold amount under the 2012 bonus plan, and payouts were not subject to any maximum. The actual cash bonus awards earned for the year ended December 31, 2012 for the named executive officers are set forth in the Summary Compensation Table above.

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(1)	The unvested shares underlying this option vested on March 1, 2013.

(2)	The unvested shares underlying this option vest in five remaining equal quarterly installments through March 1, 2014, subject to the officer’s continued service through each applicable vesting date.

(3)	The unvested shares underlying this option vest in seven remaining equal quarterly installments through July 1, 2014, subject to the officer’s continued service through each applicable vesting date.

(4)	The unvested shares underlying this option vest in nine remaining equal quarterly installments through January 1, 2015, subject to the officer’s continued service through each applicable vesting date.

(5)	The unvested shares underlying this option vest in 13 remaining equal quarterly installments through January 1, 2016, subject to the officer’s continued service through each applicable vesting date.

(6)

This option is exercisable immediately, subject to a repurchase right in favor of us, which lapses as the option vests. Accordingly, this column reflects the extent to which the option was vested, as opposed to exercisable, as of December 31, 2012. Twenty-five percent of the shares underlying this option vested on October 30, 2013, and the remainder vests in 12 equal quarterly installments through October 30, 2016, subject to the officer’s continued service through each applicable vesting date.

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(1)

The aggregate dollar amount realized upon the exercise of the option represents the amount by which the aggregate market price of the shares of our common stock on the date of the exercise, as calculated using a per share value of $8.64, which is the assumed fair value as of the date of exercise, exceeds the aggregate exercise price of the option, as calculated using a per share exercise price of $1.60.

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•	arrange for the assumption, continuation or substitution of a stock award by a successor corporation;

•	arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation;

•	accelerate the vesting of the stock award and provide for its termination prior to the effective time of the corporate transaction;

•	arrange for the lapse, in whole or in part, of any reacquisition or repurchase right held by us; or

•	cancel the stock award prior to the transaction in exchange for a cash payment, which may be reduced by the exercise price payable in connection with the stock award.

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•	any breach of the director’s duty of loyalty to the corporation or its stockholders;

•	any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•	unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

•	any transaction from which the director derived an improper personal benefit.

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•	the risks, costs and benefits to us;

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•	the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

•	the availability of other sources for comparable services or products; and

•	the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

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•	each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock;

•	each of our named executive officers;

•	each of our directors;

•	all of our current executive officers and directors as a group; and

•	each of the selling stockholders.

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*	Represents beneficial ownership of less than 1%.

(1)

Shares beneficially owned prior to this offering consist of (i) 2,104,381 shares of common stock and 89,275 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by Kodiak Venture Partners II-A, L.P.; (ii) 462,100 shares of common stock and 19,603 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by Kodiak Venture Partners II-B, L.P.; (iii) 411,159 shares of common stock and 25,066 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by Kodiak Venture Partners III, L.P.; (iv) 425,251 shares of common stock and 63,868 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by SKI Opportunities Fund, LLC and (v) 10,167 shares of common stock and 619 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by Kodiak III Entrepreneurs Fund, L.P. The general partner of Kodiak Venture Partners II-A, L.P. and Kodiak Venture Partners II-B, L.P. is Kodiak Ventures Management II, L.P. The general partner of Kodiak Ventures Management II, L.P. is Kodiak Ventures Management Company, Inc. The general partner of Kodiak Venture Partners III, L.P. and Kodiak III Entrepreneurs Fund, L.P. is Kodiak Ventures Management III, L.P. The general partner of Kodiak Ventures Management III, L.P. is Kodiak Ventures Management Company (GP), LLC and the general partner of Kodiak Ventures Management Company, LLC is Kodiak Ventures Management Company, Inc. The general partner of SKI Opportunities Fund, LLC is SKI Opportunities Fund (GP), LLC and the general partner of SKI Opportunities Fund (GP), LLC is Kodiak Ventures Management Company, LLC. David Furneaux and Louis Volpe are the President and Treasurer, respectively, of Kodiak Ventures Management Company, Inc. and share voting and dispositive power for the shares beneficially held by Kodiak Ventures Management Company, Inc. The address for these entities is Wellesley Office Park, 80 William Street, Suite 260, Wellesley, MA 02481.

(2)	Shares beneficially owned prior to this offering consist of (i) 2,765,598 shares of common stock and 967,376 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by New Enterprise Associates

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(3)

Shares beneficially owned prior to this offering consist of (i) 2,342,740 shares of common stock and 242,076 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by Advanced Technology Ventures VII, L.P. (“ATV VII”), (ii) 94,012 shares of common stock and 9,713 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by Advanced Technology Ventures VII (B), L.P. (“ATV VII-B”), (iii) 45,188 shares of common stock and 4,668 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by Advanced Technology Ventures VII (C), L.P. (“ATV VII-C”) and (iv) 13,960 shares of common stock and 1,442 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by ATV Entrepreneurs VII, L.P. (“ATV VII-E” and, together with ATV VII, ATV VII-B and ATV VII-C, collectively, the “ATV VII Entities”). ATV Associates VII, L.L.C., (“ATV A VII”) is the general partner of each of the ATV VII Entities and exercises voting and dispositive authority over the shares held by the ATV VII Entities. Voting and dispositive decisions of ATV A VII are made collectively by Michael A. Carusi, Jean George, Steven N. Baloff, Robert C. Hower (one of our directors) and William C. Wiberg (collectively, the “ATV Managing Directors”). The address for the managing directors and each of these entities is c/o Advanced Technology Ventures, 500 Boylston Street, Suite 1380, Boston, Massachusetts 02116.

(4)	Shares beneficially owned prior to this offering consist of 1,522,890 shares of common stock and 27,506 shares of common stock issuable upon exercise of immediately exercisable warrants.

(5)	Shares beneficially owned prior to this offering consist of 1,231,559 shares of common stock and 27,810 shares of common stock issuable upon exercise of immediately exercisable warrants.

(6)	Shares beneficially owned prior to this offering consist of shares of common stock underlying options that are vested and exercisable within 60 days of September 30, 2013.

(7)	Shares beneficially owned prior to this offering consist of 65,000 shares of common stock and 210,000 shares of common stock underlying an option that is exercisable within 60 days of September 30, 2013.

(8)	Shares beneficially owned prior to this offering consist of 26,218 shares of common stock and 102,880 shares of common stock underlying options that are vested and exercisable within 60 days of September 30, 2013.

(9)	Shares beneficially owned prior to this offering consist of 25,000 shares of common stock and 3,126 shares of common stock underlying an option that is vested and exercisable within 60 days of September 30, 2013.

(10)	Shares beneficially owned prior to this offering consist of 11,521,103 shares of common stock, 1,479,756 shares of common stock issuable upon exercise of immediately exercisable warrants and 834,765 shares of common stock underlying options that are exercisable within 60 days of September 30, 2013.

(11)	To the extent that the underwriters' option to purchase additional shares of common stock is not exercised in full, the shares to be sold by each selling stockholder pursuant to such option will be reduced proportionately.

(12)

Shares beneficially owned prior to this offering consist of (i) 328,087 shares of common stock held of record by Southern Capitol Technology Fund I, LLC ("SCTF-I") and (ii) 75,923 shares of common stock and 12,507 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by Southern Capitol Technology Fund II, L.P. ("SCTF-II"). Southern Capitol Ventures, LLC ("SCV") is the general partner of SCTF-I. SCV is the majority shareholder of Southern Capitol Technology Fund II Management Co., LLC, which is the general partner of SCTF-II. Benjamin T. Brooks is the managing member of SCV. As managing member, Benjamin T. Brooks may be deemed to have voting and dispositive power over the shares of SCV. SCV has the sole voting and dispositive power over the shares owned by SCTF-I. Southern Capitol Technology Fund II Management Co., LLC in conjunction with its majority member SCV may be deemed to have voting and dispositive power over the shares of SCTF-II. The address for these entities is 21 Glenwood Avenue, Suite 105, Raleigh, NC 27603.

(13)

Shares beneficially owned prior to this offering consist of (i) 229,711 shares of common stock and 4,131 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by Greenspring Global Partners II, L.P., (ii) 54,632 shares of common stock and 966 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by Greenspring Global Partners II-B, L.P., (iii) 37,691 shares of common stock and 13,113 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by Greenspring Crossover Ventures I, L.P. and (iv) 5,651 shares of common stock and 99 shares of common stock issuable upon exercise of immediately exercisable warrants held of record by Greenspring Global Partners II-A, L.P. Greenspring Associates, Inc. (“GA”) is the general partner of Greenspring General Partner II, L.P. (“GGGP-II”).  GGGP-II is the general partner of Greenspring Global Partners II, L.P., Greenspring Global Partners II-A, L.P., and Greenspring Global Partners II-B, L.P. Greenspring Crossover I GP, LLC (“GCI”) is the general partner of Greenspring Crossover I GP, L.P., which is the general partner of Greenspring Crossover Ventures I, L.P.  James Lim and Charles Ashton Newhall are the managing members of GA and GCI. As managing members, James Lim and Charles Ashton Newhall may be deemed to have shared voting and dispositive power over the shares of GA and GCI. GA and GCI have the sole voting and dispositive power over the shares owned by each of Greenspring Global Partners II, L.P., Greenspring Global Partners II-B, L.P.,

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(14)	Shares beneficially owned prior to this offering consist of 39,718 shares of common stock and 56,714 shares of common stock underlying options that are vested and exercisable within 60 days of September 30, 2013.

(15)

Includes all other selling stockholders, who in the aggregate beneficially own less than 1% of our common stock. Shares beneficially owned prior to this offering consist of 109,572 shares of common stock, 19,616 shares of common stock issuable upon exercise of immediately exercisable warrants and 46,877 shares of common stock underlying options that are vested and exercisable within 60 days of September 30, 2013.

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•	before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•	on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

•	any merger or consolidation involving the corporation and the interested stockholder;

•	any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

•	subject to specified exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

•	any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

•	the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.

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•	15,605 shares will be eligible for immediate sale upon the completion of this offering;

•	approximately 1,281,773 shares will be eligible for sale in the public market on November 19, 2013, upon expiration of the lock-up agreements entered into in connection with our IPO, subject in some cases to the volume, manner of sale and other limitations of Rule 144 and Rule 701; and

•	approximately 9,762,757 shares will be eligible for sale in the public market upon expiration of lock-up agreements 90 days after the date of this prospectus, subject in some cases to the volume, manner of sale and other limitations under Rule 144 and Rule 701.

•	the restricted securities have been held for at least six months, including the holding period of any prior owner other than one of our affiliates;

•	we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale; and

•	we are current in our Exchange Act reporting at the time of sale.

•	1% of the number of shares of our common stock then outstanding, which will equal approximately 227,000 shares immediately after the completion of this offering based on the number of shares outstanding as of September 30, 2013; or

•	the average weekly trading volume of our common stock on the New York Stock Exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

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•	an individual who is a citizen or resident of the United States;

•	a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States or of any state thereof or the District of Columbia;

•	an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•	a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all of the trust’s substantial decisions or (2) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

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the gain is effectively connected with a U.S. trade or business of the non-U.S. holder and, if an applicable income tax treaty so provides, is attributable to a permanent establishment or a fixed base maintained in the United States by such non-U.S. holder, in which case the non-U.S. holder generally will be taxed at the graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code) and, if the non-U.S. holder is a foreign corporation, the branch profits tax described above in “Distributions on Our Common Stock” also may apply;

•

the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the net gain derived from the disposition, which may be offset by U.S. source capital losses of the non-U.S. holder, if any (even though the individual is not considered a resident of the United States); or

•

our common stock constitutes a U.S. real property interest because we are, or have been, at any time during the five-year period preceding such disposition (or the non-U.S. holder’s holding period, if shorter) a “U.S. real property holding corporation.” Even if we are or become a U.S. real property holding corporation, provided that our common stock is regularly traded on an established securities market, our common stock will be treated as a U.S. real property interest only with respect to a non-U.S. holder that holds more than 5% of our outstanding common stock, directly or indirectly, actually or

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(a)	it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(b)	it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

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•	Level 1. Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities;

•	Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

•	Level 3. Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions.

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(1)

In order to determine the fair value of the redeemable convertible preferred stock warrants, the Company used an option pricing model (“OPM”) for the year ended December 31, 2011 and a hybrid of the probability-weighted expected return method (“PWERM”) and the OPM, collectively referred to as the “Hybrid Method,” for the year ended December 31, 2012. The Hybrid Method is a PWERM model in which one of the valuation scenarios is modeled using an OPM.

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•	Level 1. Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities;

•	Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

•	Level 3. Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions.

(1)

In order to determine the fair value of the redeemable convertible preferred stock warrants, the Company used a hybrid of the probability-weighted expected return method (“PWERM”) and the option pricing model (“OPM”), collectively referred to as the “Hybrid Method,” for the year ended December 31, 2012. The Hybrid Method is a PWERM model in which one of the valuation scenarios is modeled using an OPM.

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