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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 | ||||||||
| Class B Common Stock | (1) | 06/14/2018 | C | 658,600 | (1) | (1) | Class A Common Stock | 658,600 | $ 0 | 0 | I | See footnote (2) | |||
| Employee Stock Option (right to buy) | $ 4.63 | 06/14/2018 | J(6) | 300,000 | (7) | 04/18/2023 | Class B Common Stock | 300,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 4.63 | 06/14/2018 | J(6) | 300,000 | (7) | 04/18/2023 | Class A Common Stock | 300,000 | $ 0 | 300,000 | D | ||||
| Employee Stock Option (right to buy) | $ 4.63 | 06/14/2018 | J(6) | 300,000 | (8) | 04/18/2023 | Class B Common Stock | 300,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 4.63 | 06/14/2018 | J(6) | 300,000 | (8) | 04/18/2023 | Class A Common Stock | 300,000 | $ 0 | 300,000 | D | ||||
| Employee Stock Option (right to buy) | $ 17.85 | 06/14/2018 | J(6) | 300,000 | (9) | 04/02/2024 | Class B Common Stock | 300,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 17.85 | 06/14/2018 | J(6) | 300,000 | (9) | 04/02/2024 | Class A Common Stock | 300,000 | $ 0 | 300,000 | D | ||||
| Employee Stock Option (right to buy) | $ 14.05 | 06/14/2018 | J(6) | 188,499 | (10) | 01/01/2025 | Class B Common Stock | 188,499 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 14.05 | 06/14/2018 | J(6) | 188,499 | (10) | 01/01/2025 | Class A Common Stock | 188,499 | $ 0 | 188,499 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LEVIN DANIEL J 900 JEFFERSON AVENUE REDWOOD CITY, CA 94063 |
X | |||
| /s/ David Leeb, Attorney-in-Fact | 06/18/2018 | |
| **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 does not represent a sale or purchase of Issuer's common stock; rather, it represents the automatic conversion of shares of the Issuer's Class B Common Stock into shares of the Issuer's Class A Common Stock, which occurred when outstanding Class B Common Stock no longer represented at least 5% of the Issuer's total outstanding common stock, as set forth in the Issuer's Amended and Restated Certificate of Incorporation. |
| (2) | The shares are held of record by Daniel J. Levin and Naomi J. Andrews, as Trustees of the Levin/Andrews Family Trust. |
| (3) | The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 10, 2017. |
| (4) | This sale price represents the weighted average sale price of the shares sold ranging from $25.85 to $26.845 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. |
| (5) | This sale price represents the weighted average sale price of the shares sold ranging from $26.85 to $26.87 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. |
| (6) | In connection with the automatic conversion described in footnote (1) above, outstanding Class B Common Stock restricted stock units and options that were issued under the Issuer's 2011 Equity Incentive Plan and 2006 Stock Incentive Plan remain unchanged, except that the underlying shares are now Class A Common Stock. |
| (7) | 1/96 of the shares subject to the option vest monthly over two years beginning on March 1, 2013, and 1/32 of the shares vest monthly thereafter. |
| (8) | The shares subject to the option are fully vested and exercisable. |
| (9) | 1/4 of the shares subject to the option vest on February 1, 2015, and 1/48 of the shares vest monthly thereafter. |
| (10) | 1/4 of the shares subject to the option vest on March 20, 2016, and 1/48 of the shares vest monthly thereafter. |