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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 Preferred Stock | $ 0 | 10/04/2006 | C(1) | 1,500,000 | (11) | (11) | Common Stock | 1,500,000 | $ 0 | 0 | I | See Footnote (12) | |||
Series B Preferred Stock | $ 0 | 10/04/2006 | C(3) | 322,652 | (11) | (11) | Common Stock | 322,652 | $ 0 | 0 | I | See Footnote (13) | |||
Series C Preferred Stock | $ 0 | 10/04/2006 | C(5) | 382,012 | (11) | (11) | Common Stock | 382,012 | $ 0 | 0 | I | See Footnote (12) | |||
Series D Preferred Stock | $ 0 | 10/04/2006 | C(7) | 1,730,879 | (11) | (11) | Common Stock | 1,730,879 | $ 0 | 0 | I | See Footnote (12) | |||
Series E Preferred Stock | $ 0 | 10/04/2006 | C(9) | 3,139,671 | (11) | (11) | Common Stock | 3,139,671 | $ 0 | 0 | I | See Footnote (14) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CLARK JAMES H 1700 SEAPORT BLVD., 4TH FLOOR REDWOOD CITY, CA 94063 |
X | X | ||
Clark Ventures, Inc. 777 EAST WILLIAM STREET #201 CARSON CITY, NV 89701 |
X | |||
Monaco Partners, L.P. 777 EAST WILLIAM STREET #201 CARSON CITY, NV 89701 |
X | |||
JHC Investments, LLC 777 EAST WILLIAM STREET #201 CARSON CITY, NV 89701 |
X |
/s/ Harvey L. Armstrong, Authorized Signer | 10/05/2006 | |
**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) | Each share of Series A Preferred Stock automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering, which occurred on October 4, 2006 (the "IPO") |
(2) | Represents shares held by Monaco Partners, L.P. ("Monaco Partners"). The general partner of Monaco Partners is Clark Ventures ("Clark Ventures"), an entity controlled by James H. Clark. |
(3) | Each share of Series B Preferred Stock automatically converted into one share of Common Stock upon the closing of the IPO. |
(4) | Includes (i) 1,713,130 shares held by Monaco Partners, (ii) 17,000 shares held by JHC Investments 2000, LLC ("JHC 2000 LLC"), of which Clark Ventures is the managing member, and (iii) 125,000 shares held by Woodside Ventures Limited Partnership ("Woodside Ventures"), the general partner of which is Monaco Partners. |
(5) | Each share of Series C Preferred Stock automatically converted into one share of Common Stock upon the closing of the IPO. |
(6) | Includes (i) 2,095,142 shares held by Monaco Partners, (ii) 17,000 shares held by JHC 2000 LLC and (iii) 125,000 shares held by Woodside Ventures. |
(7) | Each share of Series D Preferred Stock automatically converted into one share of Common Stock upon the closing of the IPO. |
(8) | Includes (i) 3,826,021 shares held by Monaco Partners, (ii) 17,000 shares held by JHC 2000 LLC and (iii) 125,000 shares held by Woodside Ventures. |
(9) | Each share of Series E Preferred Stock automatically converted into one share of Common Stock upon the closing of the IPO. |
(10) | Includes (i) 5,018,610 shares held by Monaco Partners, (ii) 17,000 shares held by JHC 2000 LLC, (iii) 125,000 shares held by Woodside Ventures and (iv) 1,947,082 shares held by JHC Investments, LLC ("JHC LLC"), of which Monaco Partners is the sole member. |
(11) | Each share is immediately convertible into one share of Common Stock upon the closing of the IPO and has no expiration date. |
(12) | Represents shares held by Monaco Partners. |
(13) | Includes (i) 180,652 shares held by Monaco Partners, (ii) 17,000 shares held by JHC 2000 LLC and (iii) 125,000 shares held by Woodside Ventures. |
(14) | Includes (i) 1,192,589 shares held by Monaco Partners and (ii) 1,947,082 shares held by JHC LLC. |