|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (3) | 12/08/2011 | J(4) | 5,290,000 | (3) | (3) | Class A Common Stock | 5,290,000 | (4) | 2,488,099 | I | By Sequoia Capital Franchise Fund, L.P. (1) | |||
Series A Convertible Junior Participating Preferred Stock | (5) | 12/08/2011 | J(4) | 5,290 | (5) | (5) | Class A Common Stock | 5,290,000 | (4) | 5,290 | I | By Sequoia Capital Franchise Fund, L.P. (1) | |||
Class B Common Stock | (3) | 12/08/2011 | C | 2,488,099 | (3) | (3) | Class A Common Stock | 2,488,099 | $ 0 | 0 | I | By Sequoia Capital Franchise Fund, L.P. (1) | |||
Class B Common Stock | (3) | 12/08/2011 | J(4) | 813,000 | (3) | (3) | Class A Common Stock | 813,000 | (4) | 382,073 | I | By Sequoia Capital US Growth Fund IV, L.P. (2) | |||
Series A Convertible Junior Participating Preferred Stock | (5) | 12/08/2011 | J(4) | 813 | (5) | (5) | Class A Common Stock | 813,000 | (4) | 813 | I | By Sequoia Capital US Growth Fund IV, L.P. (2) | |||
Class B Common Stock | (3) | 12/08/2011 | C | 382,073 | (3) | (3) | Class A Common Stock | 382,073 | $ 0 | 0 | I | By Sequoia Capital US Growth Fund IV, L.P. (2) | |||
Class B Common Stock | (3) | 12/08/2011 | J(4) | 35,000 | (3) | (3) | Class A Common Stock | 35,000 | (4) | 16,872 | I | By Sequoia Capital USGF Principals Fund IV, L.P. (2) | |||
Series A Convertible Junior Participating Preferred Stock | (5) | 12/08/2011 | J(4) | 35 | (5) | (5) | Class A Common Stock | 35,000 | (4) | 35 | I | By Sequoia Capital USGF Principals Fund IV, L.P. (2) | |||
Class B Common Stock | (3) | 12/08/2011 | C | 16,872 | (3) | (3) | Class A Common Stock | 16,872 | $ 0 | 0 | I | By Sequoia Capital USGF Principals Fund IV, L.P. (2) | |||
Class B Common Stock | (3) | 12/08/2011 | J(4) | 721,000 | (3) | (3) | Class A Common Stock | 721,000 | (4) | 339,650 | I | By Sequoia Capital Franchise Partners, L.P. (1) | |||
Series A Convertible Junior Participating Preferred Stock | (5) | 12/08/2011 | J(4) | 721 | (5) | (5) | Class A Common Stock | 721,000 | (4) | 721 | I | By Sequoia Capital Franchise Partners, L.P. (1) | |||
Class B Common Stock | (3) | 12/08/2011 | C | 339,650 | (3) | (3) | Class A Common Stock | 339,650 | $ 0 | 0 | I | By Sequoia Capital Franchise Partners, L.P. (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SCFF MANAGEMENT LLC 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL FRANCHISE FUND LP 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL FRANCHISE PARTNERS LP 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SCGF GENPAR LTD 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SCGF IV MANAGEMENT LP 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL US GROWTH FUND IV LP 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK, CA 94025 |
X | |||
SEQUOIA CAPITAL USGF PRINCIPALS FUND IV LP 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK, CA 94025 |
X |
/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, the managing member of SCFF Management, LLC | 12/12/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing member of SCFF Management, LLC, which is the general partner of Sequoia Capital Franchise Fund, L.P. | 12/12/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing member of SCFF Management, LLC, which is the general partner of Sequoia Capital Franchise Partners, L.P. | 12/12/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing director of SCGF GenPar Ltd. | 12/12/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing director of SCGF GenPar Ltd., which is the general partner of SCGF IV Management, L.P. | 12/12/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing director of SCGF GenPar Ltd., which is the general partner of SCGF IV Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund IV, L.P. | 12/12/2011 | |
**Signature of Reporting Person | Date | |
/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing director of SCGF GenPar, Ltd., which is the general partner of SCGF IV Management, L.P., which is the general partner of Sequoia Capital USGF Principals Fund IV, L.P. | 12/12/2011 | |
**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) | SCFF Management, LLC ("SCFF Management") is the sole general partner of Sequoia Capital Franchise Fund L.P. and Sequoia Capital Franchise Partners L.P. As a result, SCFF Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Franchise Fund L.P. and Sequoia Capital Franchise Partners L.P. SCFF Management disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(2) | SCGF GenPar, Ltd. ("SCGF GenPar") is the sole general partner of SCGF IV Management, L.P. ("SCGF IV Management"), which is the sole general partner of Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. As a result SCGF GenPar and SCGF IV Management may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. Each of SCGF GenPar and SCGF IV Management disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(3) | The Class B Common Stock is convertible into Class A Common Stock at any time on a 1-for-1 basis, and has no expiration date. |
(4) | On December 8, 2011, the issuer entered into a share exchange agreement with Sequoia Capital Franchise Fund, L.P., Sequoia Capital U.S. Growth Fund IV, L.P., Sequoia Capital USGF Principals Fund IV L.P. and Sequoia Capital Franchise Partners, L.P. pursuant to which these reporting persons agreed to exchange 5,290,000, 813,000, 35,000 and 721,000 shares of Class B Common Stock, respectively, for shares of the issuer's Series A Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock") on the basis of 1,000 shares of Class B Common Stock for each share of Series A Preferred Stock. |
(5) | The Series A Preferred Stock is convertible into Class A Common Stock on the basis of 1,000 shares of Class A Common Stock for each share of Series A Preferred Stock, and may be converted only in connection with transfers to unaffiliated third parties of the reporting persons. The Series A Preferred Stock has no expiration date. |