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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 | (1) | 09/26/2013 | C | 7,322,593 | (1) | (1) | Common Stock (2) | 7,322,593 | $ 0 | 0 | I | By Sequoia Capital XII, LP (3) | |||
| Series A Preferred Stock | (1) | 09/26/2013 | C | 274,000 | (1) | (1) | Common Stock (2) | 274,000 | $ 0 | 0 | I | By Sequoia Technology Partners XII, LP (3) | |||
| Series A Preferred Stock | (1) | 09/26/2013 | C | 782,619 | (1) | (1) | Common Stock (2) | 782,619 | $ 0 | 0 | I | By Sequoia Capital XII Principals Fund, LLC (3) | |||
| Series B Preferred Stock | (1) | 09/26/2013 | C | 416,557 | (1) | (1) | Common Stock (2) | 416,557 | $ 0 | 0 | I | By Sequoia Capital XII, LP (3) | |||
| Series B Preferred Stock | (1) | 09/26/2013 | C | 15,587 | (1) | (1) | Common Stock (2) | 15,587 | $ 0 | 0 | I | By Sequoia Technology Partners XII, LP (3) | |||
| Series B Preferred Stock | (1) | 09/26/2013 | C | 44,520 | (1) | (1) | Common Stock (2) | 44,520 | $ 0 | 0 | I | By Sequoia Capital XII Principals Fund, LLC (3) | |||
| Series C Preferred Stock | (1) | 09/26/2013 | C | 264,868 | (1) | (1) | Common Stock (2) | 264,868 | $ 0 | 0 | I | By Sequoia Capital XII, LP (3) | |||
| Series C Preferred Stock | (1) | 09/26/2013 | C | 9,911 | (1) | (1) | Common Stock (2) | 9,911 | $ 0 | 0 | I | By Sequoia Technology Partners XII, LP (3) | |||
| Series C Preferred Stock | (1) | 09/26/2013 | C | 28,308 | (1) | (1) | Common Stock (2) | 28,308 | $ 0 | 0 | I | By Sequoia Capital XII Principals Fund, LLC (3) | |||
| Class B Common Stock | (4) (5) | 09/26/2013 | J(2) | 8,032,857 | (4)(5) | (4)(5) | Class A Common Stock | 8,032,857 | $ 0 | 8,032,857 | I | By Sequoia Capital XII, LP (3) | |||
| Class B Common Stock | (4) (5) | 09/26/2013 | J(2) | 300,577 | (4)(5) | (4)(5) | Class A Common Stock | 300,577 | $ 0 | 300,577 | I | By Sequoia Technology Partners XII, LP (3) | |||
| Class B Common Stock | (4) (5) | 09/26/2013 | J(2) | 858,529 | (4)(5) | (4)(5) | Class A Common Stock | 858,529 | $ 0 | 858,529 | I | By Sequoia Capital XII Principals Fund, LLC (3) | |||
| Stock Option (Right to Buy) | $ 13 | 09/26/2013 | A | 6,730 | (6) | 09/26/2020 | Class A Common Stock | 6,730 | $ 0 | 6,730 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LEONE DOUGLAS M 3000 SAND HILL ROAD 4-250 MENLO PARK, CA 94025 |
X | X | ||
| /s/ Melinda Dunn, by power of attorney for Douglas Leone | 09/30/2013 | |
| **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, Series B Preferred Stock and Series C Preferred Stock (i) automatically converted into Common Stock on a 1-for-1 basis upon the effectiveness of the Issuer's registration statement registering Class A Common Stock and (ii) had no expiration date. |
| (2) | Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock automatically converted into one share of Class B Common Stock on September 26, 2013. |
| (3) | Douglas Leone is a managing member of SC XII Management, LLC ("SC XII Management"). SC XII Management is the general partner of Sequoia Capital XII, L.P. and Sequoia Technology Partners XII, L.P. and is the managing member of Sequoia Capital XII Principals Fund, LLC. By virtue of these relationships, Mr. Leone may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital XII, L.P., Sequoia Technology Partners XII, L.P. and Sequoia Capital XII Principals Fund, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| (4) | Each share of Class B Common is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each shares of Class B Common Stock held by a shareholder will convert automatically into one share of Class A Common Stock upon (i) any transfer of such share (subject to certain exceptions), or (ii) the death of a natural person holding such share. |
| (5) | In addition, each share of Class B Common Stock outstanding will convert automatically into one share of Class A Common stock upon (i) the date specified by the holders of at least 67% of the outstanding shares of Class B Common Stock, (ii) the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock or (iii) the seven-year anniversary of the closing date of the Issuer's initial public offering (subject to certain exceptions). |
| (6) | One-Sixth (1/6th) of the shares subject to the option vest on 10/26/2013 and 1/6th will vest on the 26th day of each month thereafter for the following 5 months. |