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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 | |
| Orfao David J C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA 02138 |
X | X | ||
| /s/ David J. Orfao | 11/02/2012 | |
| **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) | Effective November 2, 2012, General Catalyst Group III, L.P. ("GCG III"), a venture capital partnership, distributed in-kind, without consideration, a total of 2,652,533 shares of Common Stock of the Issuer to its general and limited partners. Following the distribution, no shares of Common Stock of the Issuer were held by GCG III. General Catalyst GP III, LLC ("GP III LLC") is the general partner of General Catalyst Partners III, L.P. ("GP III LP"), which is the general partner of GCG III. David Orfao is a Managing Director of GP III LLC, and may be deemed to share voting and investment power over the shares held of record by GCG III. Each of David Orfao, GP III LLC and GP III LP disclaims beneficial ownership of all shares held by GCG III except to the extent of their pecuniary interest therein. |
| (2) | Effective November 2, 2012, GC Entrepreneurs Fund III, L.P. ("GCEF III"), a venture capital partnership, distributed in-kind, without consideration, a total of 95,970 shares of Common Stock of the Issuer to its general and limited partners. Following the distribution, no shares of Common Stock of the Issuer were held by GCEF III. GP III LLC is the general partner of GP III LP, which is the general partner of GCEF III. David Orfao is a Managing Director of GP III LLC, and may be deemed to share voting and investment power over the shares held of record by GCEF III. Each of David Orfao, GP III LLC and GP III LP disclaims beneficial ownership of all shares held by GCEF III except to the extent of their pecuniary interest therein. |
| (3) | Effective November 2, 2012, General Catalyst Group IV, L.P. ("GCG IV"), a venture capital partnership, distributed in-kind, without consideration, a total of 615,763 shares of Common Stock of the Issuer to its general and limited partners. Following the distribution, no shares of Common Stock of the Issuer were held by GCG IV. General Catalyst GP IV, LLC ("GP IV LLC") is the general partner of General Catalyst Partners IV, L.P. ("GP IV LP"), which is the general partner of GCG IV. David Orfao is a Managing Director of GP IV LLC, and may be deemed to share voting and investment power over the shares held of record by GCG IV. Each of David Orfao, GP IV LLC and GP IV LP disclaims beneficial ownership of all shares held by GCG IV except to the extent of their pecuniary interest therein. |
| (4) | Effective November 2, 2012, GC Entrepreneurs Fund IV, L.P. ("GCEF IV"), a venture capital partnership, distributed in-kind, without consideration, a total of 16,335 shares of Common Stock of the Issuer to its general and limited partners. Following the distribution, no shares of Common Stock of the Issuer were held by GCEF IV. GP IV LLC is the general partner of GP IV LP, which is the general partner of GCEF IV. David Orfao is a Managing Director of GP IV LLC, and may be deemed to share voting and investment power over the shares held of record by GCEF IV. Each of David Orfao, GP IV LLC and GP IV LP disclaims beneficial ownership of all shares held by GCEF IV except to the extent of their pecuniary interest therein. |
| (5) | Shares acquired through a distribution in-kind from GCG III and GCEF III by GP III LP. GP III LLC is the general partner of GP III LP. David Orfao is a Managing Director of GP III LLC, and may be deemed to share voting and investment power over the shares held of record by GP III LP. Each of David Orfao and GP III LLC disclaims beneficial ownership of all shares held by GP III LP except to the extent of their pecuniary interest therein, if any. |
| (6) | Shares acquired through a distribution in-kind from GCG IV and GCEF IV by GP IV LP. GP IV LLC is the general partner of GP IV LP. David Orfao is a Managing Director of GP IV LLC, and may be deemed to share voting and investment power over the shares held of record by GP IV LP. Each of David Orfao and GP IV LLC disclaims beneficial ownership of all shares held by GP IV LP except to the extent of their pecuniary interest therein, if any. |
| (7) | Effective November 2, 2012, GP III LP distributed in-kind, without consideration, a total of 45,009 shares of Common Stock of the Issuer to its general and limited partners. |
| (8) | Effective November 2, 2012, GP IV LP distributed in-kind, without consideration, a total of 67,995 shares of Common Stock of the Issuer to its general and limited partners. |
| (9) | Shares acquired through a distribution in-kind from GP III LP and GP IV LP. |