UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series D Convertible Preferred Stock | Â (3) | Â (3) | Common Stock | 65,232 (4) | $ (3) | I | TCV Member Fund, L.P. (1) (2) |
Series F Convertible Preferred Stock | Â (5) | Â (5) | Common Stock | 12,384 (6) | $ (5) | I | TCV Member Fund, L.P. (1) (2) |
Series G Convertible Preferred Stock | Â (7) | Â (7) | Common Stock | 8,878 (8) | $ (7) | I | TCV Member Fund, L.P. (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Yuan David C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
 X |  X |  | May be part of a 13(g) group |
TCV Member Fund, L.P. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
 |  X |  | May be part of a 13(g) group |
McAdam Timothy P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
 |  X |  | May be part of a 13(g) group |
Rosenberg John C. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
 |  X |  | May be part of a 13(g) group |
Frederic D. Fenton, Authorized signatory for TCV Mermber Fund, L.P. | 03/21/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for Timothy P. McAdam | 03/21/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for John C. Rosenberg | 03/21/2012 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton, Authorized signatory for David L. Yuan | 03/21/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 Form 3 is filed by more than one Reporting Person and is a joint filing with the Form 3 filed by TCV VII, L.P., TCV VII (A), L.P., Technology Crossover Management VII, Ltd. ("Management VII") and Technology Crossover Management VII, L.P. and Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, and Christopher P. Marshall (and, together with Timothy P. McAdam, John C. Rosenberg, and David L. Yuan, the "Class A Directors") on March 21, 2012. |
(2) | These securities represent shares held of record directly by TCV Member Fund, L.P. ("Member Fund"). The Class A Directors are Class A Directors of Management VII, which is a general partner of Member Fund, and limited partners of Member Fund. The Class A Directors and Management VII may be deemed to beneficially own the securities held by Member Fund, but each of the Class A Directors and Management VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Management VII has no pecuniary interest in any of the securities that are being jointly reported by the Reporting Persons on this Form 3. |
(3) | Shares of Series D Convertible Preferred Stock are convertible at any time at the election of the Reporting Persons and will automatically convert into Common Stock on a 2-for-1 basis immediately upon the closing of the Issuer's initial public offering. There is no expiration date. |
(4) | Represents number of shares of Common Stock underlying 32,616 shares of Series D Convertible Preferred Stock. |
(5) | Shares of Series F Convertible Preferred Stock are convertible at any time at the election of the Reporting Persons and will automatically convert into Common Stock on a 2-for-1 basis immediately upon the closing of the Issuer's initial public offering. There is no expiration date. |
(6) | Represents number of shares of Common Stock underlying 6,192 shares of Series F Convertible Preferred Stock. |
(7) | Shares of Series G Convertible Preferred Stock are convertible at any time at the election of the Reporting Persons and will automatically convert into Common Stock on a 2-for-1 basis immediately upon the closing of the Issuer's initial public offering. There is no expiration date. |
(8) | Represents number of shares of Common Stock underlying 4,439 shares of Series G Convertible Preferred Stock. |