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 A Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 853,792 (5) | $ (5) | I | By BV Capital GMBH & Co Beteiligungs KG No. 1 (1) |
Series A Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 650,760 (5) | $ (5) | I | By BV Capital Fund II, L.P. (2) |
Series A Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 128,536 (5) | $ (5) | I | By BV Capital Fund II - A, L.P. (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BV Capital GP II, LLC C/O BV CAPITAL 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO, CA 94111 |
 |  X |  |  |
BV Capital Fund II-A, L.P. C/O BV CAPITAL 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO, CA 94111 |
 |  X |  |  |
BV Capital Fund II, L.P. C/O BV CAPITAL 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO, CA 94111 |
 |  X |  |  |
BV Capital Gmbh & Co Beteiligungs KG No. 1 C/O BV CAPITAL 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO, CA 94111 |
 |  X |  |  |
BV Capital Management, LLC C/O BV CAPITAL 600 MONTGOMERY STREET, 43RD FLOOR SAN FRANCISCO, CA 94111 |
 |  X |  |  |
BV CAPITAL GMBH & CO BETEILIGUNGS KG NO. 1, By: BV Capital Management, LLC, Its: Managing Limited Partner, By: /s/ Mathias Schilling, Managing Member | 11/14/2011 | |
**Signature of Reporting Person | Date | |
BV Capital Management, LLC, By: /s/ Mathias Schilling, Managing Member | 11/14/2011 | |
**Signature of Reporting Person | Date | |
BV CAPITAL FUND II, L.P. , By: BV Capital GP II, LLC, Its: General Partner, By: /s/ Mathias Schilling, Managing Member | 11/14/2011 | |
**Signature of Reporting Person | Date | |
BV CAPITAL FUND II-A, L.P., By: BV Capital GP II, LLC, Its: General Partner, By: /s/ Mathias Schilling, Managing Member | 11/14/2011 | |
**Signature of Reporting Person | Date | |
BV Capital GP II, LLC, /s/ Mathias Schilling, Managing Member | 11/14/2011 | |
**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) | The securities are owned by BV Capital GMBH & Co Beteiligungs KG No. 1 ("BV KG"). BV Capital Management, LLC ("BV Management") serves as the Managing Limited Partner of BV KG. As such, BV Management possesses sole voting and investment control over the shares owned by BV KG and may be deemed to have indirect beneficial ownership of the shares held by BV KG. BV Management, which is under common control with BV GP II (defined in footnote 2), owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
(2) | The securities are owned by BV Capital Fund II, L.P. ("BV II"). BV Capital GP II, LLC ("BV GP II") serves as the General Partner of BV II. As such, BV GP II possesses sole voting and investment control over the shares owned by BV II and may be deemed to have indirect beneficial ownership of the shares held by BV II. BV GP II owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
(3) | The securities are owned by BV Capital Fund II - A, L.P. ("BV II-A"). BV GP II serves as the General Partner of BV II-A. As such, BV GP II possesses sole voting and investment control over the shares owned by BV II-A and may be deemed to have indirect beneficial ownership of the shares held by BV II-A. BV GP II owns no securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
(4) | These securities are immediately convertible and do not have an expiration date. |
(5) | Each share of preferred stock will automatically convert on an 8-for-1 basis into this number of shares of common stock upon the closing of the Issuer's initial public offering. |