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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GREAT HILL INVESTORS LLC ONE LIBERTY SQUARE BOSTON, MA 02109 |
X | |||
Great Hill Equity Partners III LP ONE LIBERTY SQUARE BOSTON, MA 02109 |
X | |||
Great Hill Partners GP III, L.P. ONE LIBERTY SQUARE BOSTON, MA 02109 |
X | |||
GHP III, LLC C/O GREAT HILL PARTNERS ONE LIBERTY SQUARE BOSTON, MA 02109 |
X | |||
GAFFNEY CHRISTOPHER S C/O GREAT HILL PARTNERS ONE LIBERTY SQUARE BOSTON, MA 02109 |
X | |||
GORMLEY STEPHEN F C/O GREAT HILL PARTNERS ONE LIBERTY SQUARE BOSTON, MA 02109 |
X | |||
HAYES JOHN G C/O GREAT HILL PARTNERS ONE LIBERTY SQUARE BOSTON, MA 02109 |
X | |||
Vettel Matthew T C/O GREAT HILL PARTNERS ONE LIBERTY SQUARE BOSTON, MA 02109 |
X | |||
Kumin Michael Andrew C/O GREAT HILL PARTNERS ONE LIBERTY SQUARE BOSTON, MA 02109 |
X | |||
Taber Mark D. C/O GREAT HILL PARTNERS ONE LIBERTY SQUARE BOSTON, MA 02109 |
X |
/s/ Laurie T. Gerber, as attorney-in-fact for Great Hill Investors, LLC | 05/09/2013 | |
**Signature of Reporting Person | Date | |
/s/ Laurie T. Gerber, as attorney-in-fact for Great Hill Equity Partners III, L.P. | 05/09/2013 | |
**Signature of Reporting Person | Date | |
/s/ Laurie T. Gerber, as attorney-in-fact for Great Hill Partners GP III, L.P. | 05/09/2013 | |
**Signature of Reporting Person | Date | |
/s/ Laurie T. Gerber, as attorney-in-fact for GHP III, LLC | 05/09/2013 | |
**Signature of Reporting Person | Date | |
/s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney | 05/09/2013 | |
**Signature of Reporting Person | Date | |
/s/ Laurie T. Gerber, as attorney-in-fact for Stephen F. Gormley | 05/09/2013 | |
**Signature of Reporting Person | Date | |
/s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes | 05/09/2013 | |
**Signature of Reporting Person | Date | |
/s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin | 05/09/2013 | |
**Signature of Reporting Person | Date | |
/s/ Laurie T. Gerber, as attorney-in-fact for Mark D. Taber | 05/09/2013 | |
**Signature of Reporting Person | Date | |
/s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel | 05/09/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This report is filed jointly by Great Hill Investors, LLC ("GHI"), Great Hill Equity Partners III, L.P. ("GHEP III"), Great Hill Partners GP III, L.P. ("GHEPIIIGP"), GHP III, LLC ("GHPIII", and together with GHI, GHEPIIIGP and GHEP III, the "Reporting Entities"), Christopher S. Gaffney ("Gaffney"), Stephen F. Gormley ("Gormley"), John G. Hayes ("Hayes"), Michael A. Kumin ("Kumin"), Mark D. Taber ("Taber"), and Matthew T. Vettel ("Vettel", and together with Gaffney, Gormley, Hayes, Kumin, and Taber, the "Reporting Persons"). The Reporting Entities and the Reporting Persons may be deemed to be part of a group for reporting purposes. |
(2) | These shares are directly held by GHI. Gaffney, Hayes, Vettel, and Gormley are managers of GHI (Gormley is a retired manager) and, as such, may be deemed to indirectly beneficially own the common stock beneficially owned by GHI. Gaffney, Hayes, Vettel, and Gormley each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
(3) | These shares are directly held by GHEP III. GHEPIIIGP is the sole general partner of GHEP III, and GHPIII is the sole general partner of GHEPIIIGP. Gaffney, Hayes, Kumin, Taber, and Vettel are members of the investment and executive committees of GHPIII and as such, together with GHEPIIIGP and GHPIII, may be deemed to indirectly beneficially own the common stock beneficially owned by GHEP III. Gaffney, Hayes, Kumin, Taber, Vettel, GHEPIIIGP, and GHPIII each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
Remarks: Great Hill Investors, LLC ("GHI") is the designated filer on behalf of the following reporting owners: Great Hill Equity Partners II Limited Partnership, Great Hill Affiliate Partners II, L.P., Great Hill Partners GP II, LLC, Great Hill Equity Partners III, L.P., Great Hill Partners GP III, L.P., GHP III, LLC, Christopher S. Gaffney, Stephen F. Gormley, John G. Hayes, Matthew T. Vettel, Michael A. Kumin, and Mark D. Taber. Due to the number of reporting owners, this is the first of two Form 4s filed relating to transactions in the same securities by reporting owners for whom GHI is the designated filer. |