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 Preferred Stock | Â (4) | Â (4) | Existing Class A Common Stock | 4,877,906 | $ (4) | I | See footnotes (2) (3) (5) |
Series B Preferred Stock | Â (6) | Â (6) | Existing Class A Common Stock | 10,264,545 | $ (6) | I | See footnotes (2) (3) (7) |
Series C Preferred Stock | Â (8) | Â (8) | Existing Class A Common Stock | 4,504,703 | $ (8) | I | See footnotes (2) (3) (9) |
Series D Preferred Stock | Â (10) | Â (10) | Existing Class A Common Stock | 1,715,928 | $ (10) | I | See footnotes (2) (3) (11) |
Series D-1 Preferred Stock | Â (12) | Â (12) | Existing Class A Common Stock | 996,090 | $ (12) | I | See footnotes (13) (14) |
Series E Preferred Stock | Â (15) | Â (15) | Existing Class A Common Stock | 229,097 | $ (15) | I | See footnotes (14) (16) |
Series E-1 Preferred Stock | Â (17) | Â (17) | Existing Class A Common Stock | 277,778 | $ (17) | I | See footnotes (14) (18) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Draper Fisher Jurvetson Fund VIII L P C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
 |  X |  |  |
Draper Fisher Jurvetson Fund IX LP C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
 |  X |  |  |
DRAPER ASSOCIATES L P C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
 |  X |  |  |
DRAPER TIMOTHY C C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
 |  X |  |  |
Fisher John H N C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
 |  X |  |  |
Jurvetson Stephen T C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
 |  X |  |  |
BAILEY MARK W C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
 |  X |  |  |
Schuler Barry C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
 |  X |  |  |
Draper Fisher Jurvetson Partners IX, LLC C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
 |  X |  |  |
DRAPER FISHER JURVETSON PARTNERS VIII LLC C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025 |
 |  X |  |  |
/s/ John Fisher, Managing Director | 01/22/2015 | |
**Signature of Reporting Person | Date | |
/s/ John Fisher, Managing Director | 01/22/2015 | |
**Signature of Reporting Person | Date | |
/s/ Timothy C. Draper, General Partner | 01/22/2015 | |
**Signature of Reporting Person | Date | |
/s/ Timothy Draper | 01/22/2015 | |
**Signature of Reporting Person | Date | |
/s/ John Fisher | 01/22/2015 | |
**Signature of Reporting Person | Date | |
/s/ Stephen Jurvetson | 01/22/2015 | |
**Signature of Reporting Person | Date | |
/s/ Mark Bailey | 01/22/2015 | |
**Signature of Reporting Person | Date | |
/s/ Barry Schuler | 01/22/2015 | |
**Signature of Reporting Person | Date | |
/s/ John Fisher, Managing Member | 01/22/2015 | |
**Signature of Reporting Person | Date | |
/s/ John Fisher, Managing Member | 01/22/2015 | |
**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) | 5,025 of these shares are owned directly by Draper Associates, L.P. (DALP), 141,150 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P. (Fund IX), and 3,825 of these shares are owned directly by Draper Fisher Jurvetson Partners IX, LLC (Partners IX). |
(2) | The General Partner of DALP is Draper Associates, Inc. which is controlled by its President and majority shareholder, Timothy C. Draper. DALP invests lockstep alongside Draper Fisher Jurvetson Fund VIII, L.P. (Fund VIII) and Fund IX. |
(3) | Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson are managing directors of the general partner entities of Fund VIII and Fund IX that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners VIII, LLC (Partners VIII) invests lockstep alongside Fund VIII. Partners IX invests lockstep alongside Fund IX. The managing members of Partners VIII and Partners IX are Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. |
(4) | Subject to certain adjustments, the Series A Preferred Stock is convertible into the Issuer's existing Class A Common Stock ("Existing Class A Common Stock") on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series A Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer. |
(5) | 390,233 of these shares are owned directly by DALP, 4,390,115 of these shares are owned directly by Fund VIII, and 97,558 of these shares are owned directly by Partners VIII. |
(6) | Subject to certain adjustments, the Series B Preferred Stock is convertible into Existing Class A Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series B Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer. |
(7) | 821,162 of these shares are owned directly by DALP, 9,238,092 of these shares are owned directly by Fund VIII, and 205,291 of these shares are owned directly by Partners VIII. |
(8) | Subject to certain adjustments, the Series C Preferred Stock is convertible into Existing Class A Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series C Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer. |
(9) | 198,650 of these shares are owned directly by DALP, 3,272,755 of these shares are owned directly by Fund IX, 924,076 of these shares are owned directly by Fund VIII, 88,687 of these shares are owned directly by Partners IX, and 20,535 of these shares are owned directly by Partners VIII. |
(10) | Subject to certain adjustments, the Series D Preferred Stock is convertible into Existing Class A Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series D Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer. |
(11) | 75,670 of these shares are owned directly by DALP, 1,246,655 of these shares are owned directly by Fund IX, 351,998 of these shares are owned directly by Fund VIII, 33,783 of these shares are owned directly by Partners IX, and 7,822 of these shares are owned directly by Partners VIII. |
(12) | Subject to certain adjustments, the Series D-1 Preferred Stock is convertible into Existing Class A Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series D-1 Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer. |
(13) | 921,583 of these shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P. (Growth Fund), and 74,507 of these shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC (Growth Partners). |
(14) | John H.N. Fisher, Barry M. Schuler and Mark W. Bailey are managing directors of the general partner entities of Growth Fund that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Growth Partners invests lockstep alongside Growth Fund. The managing members of Growth Partners are John H.N. Fisher, Barry M. Schuler, Mark W. Bailey, Timothy C. Draper and Stephen T. Jurvetson. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. |
(15) | Subject to certain adjustments, the Series E Preferred Stock is convertible into Existing Class A Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series E Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer. |
(16) | 211,961 of these shares are owned directly by Growth Fund, and 17,136 of these shares are owned directly by Growth Partners. |
(17) | Subject to certain adjustments, the Series E-1 Preferred Stock is convertible into Existing Class A Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series E-1 Preferred Stock will automatically convert into shares of Existing Class A Common Stock of the Issuer. |
(18) | 257,000 of these shares are owned directly by Growth Fund, and 20,778 of these shares are owned directly by Growth Partners. |
 Remarks: This report is filed as form 1 of 2 to report related transactions for the following filers:  Draper Fisher Jurvetson Fund VIII, L.P.; Draper Fisher Jurvetson Partners VIII, LLC; Draper Fisher Jurvetson Fund IX, L.P.; Draper Fisher Jurvetson Partners IX, LLC; Draper Associates, L.P.; Timothy Draper; John Fisher; Stephen Jurvetson; Mark Bailey; Barry Schuler; Draper Fisher Jurvetson Growth Fund 2006, L.P.; and Draper Fisher Jurvetson Partners Growth Fund 2006, LLC. |