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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Redeemable Convertible Preferred Stock (1) | (1) | 06/24/2015 | C | 36,882 | (1) | (1) | Common Stock | 36,882 | $ 0 | 0 | I | See Footnotes (4) (5) | |||
| Series B Redeemable Convertible Preferred Stock (2) | (2) | 06/24/2015 | C | 22,833 | (2) | (2) | Common Stock | 22,833 | $ 0 | 0 | I | See Footnotes (4) (5) | |||
| Series G Redeemable Convertible Preferred Stock (3) | (3) | 06/24/2015 | C | 1,807,850 | (3) | (3) | Common Stock | 1,807,850 | $ 0 | 0 | I | See Footnotes (4) (5) | |||
| Class B Common Stock (6) (7) | (7) | 06/24/2015 | J(6) | 2,829,842 | (7) | (7) | Class A Common Stock | 2,829,842 | $ 0 | 2,829,842 | I | See Footnotes (4) (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| W Capital Partners III, L.P. 400 PARK AVENUE, SUITE 910 NEW YORK, NY 10022 |
X | |||
| WCP GP III, L.P. 400 PARK AVENUE, SUITE 910 NEW YORK, NY 10022 |
X | |||
| WCP GP III, LLC 400 PARK AVENUE, SUITE 910 NEW YORK, NY 10022 |
X | |||
| By: W Capital Partners III, L.P., By: WCP GP III, L.P., its sole general partner, By: WCP GP III, LLC, its sole general partner, By: /s/ David S. Wachter, Managing Member | 06/24/2015 | |
| **Signature of Reporting Person | Date | |
| By: WCP GP III, L.P., its sole general partner, By: WCP GP III, LLC, its sole general partner, By: /s/ David S. Wachter, Managing Member | 06/24/2015 | |
| **Signature of Reporting Person | Date | |
| By: WCP GP III, LLC, /s/ David S. Wachter, Managing Member | 06/24/2015 | |
| **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) | The Series A Redeemable Convertible Preferred Stock automatically converted into Common Stock on a 1:100877635428226 basis immediately prior to the closing of the Issuer's IPO and had no expiration date. |
| (2) | The Series B Redeemable Convertible Preferred Stock automatically converted into Common Stock on a 1:01483963618956 basis immediately prior to the closing of the Issuer's IPO and had no expiration date. |
| (3) | The Series G Redeemable Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's IPO and had no expiration date. |
| (4) | Shares are held directly by W Capital Partners III, L.P. ("Fund III"). The sole general partner of Fund III is WCP GP III, L.P. ("WCP LP"), and the sole general partner of WCP LP is WCP GP III, LLC ("WCP LLC", and together with Fund III and WCP LP, the "W Capital Entities"). Each of the W Capital Entities may be deemed to have sole voting, investment and dispositive power with respect to the shares held directly by Fund III. WCP LP disclaims beneficial ownership of the securities owned directly by Fund III, and this report shall not be deemed as an admission that it is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in Fund III. |
| (5) | (Continued from Footnote 4) WCP LLC disclaims beneficial ownership of the securities owned directly by Fund III, and this report shall not be deemed as an admission that it is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in WCP LP. |
| (6) | Following the conversion of each series of the Issuer's redeemable convertible preferred stock into Common Stock and immediately prior to the closing of the Issuer's IPO, each share of Common Stock was reclassified into one (1) share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. |
| (7) | Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock (i) upon any transfer, whether or not for value, except for certain transfers described in the Issuer's amended and restated certificate of incorporation, including transfers for tax and estate planning purposes so long as the transferring holder of Class B Common Stock continues to hold exclusive voting and dispositive power with respect to the shares transferred, and (ii) June 18, 2022. |
| Remarks: EXHIBIT 99.1 Joint Filer Information | |