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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 D Convertible Preferred Stock | (1) | 04/25/2012 | C | 1,156,831 (1) | (1) | (1) | Common Stock | 385,610 | $ 0 | 0 | I | By Tenaya Capital IV, L.P. (2) | |||
| Series D Convertible Preferred Stock | (1) | 04/25/2012 | C | 1,105,950 (1) | (1) | (1) | Common Stock | 368,650 | $ 0 | 0 | I | By Tenaya Capital IV-C, L.P. (3) | |||
| Series D Convertible Preferred Stock | (1) | 04/25/2012 | C | 1,152,516 (1) | (1) | (1) | Common Stock | 384,172 | $ 0 | 0 | I | By Tenaya Capital IV-P, L.P. (4) | |||
| Series E Convertible Preferred Stock | (5) | 04/25/2012 | C | 1,385,555 (5) | (5) | (5) | Common Stock | 461,851 | $ 0 | 0 | I | By Tenaya Capital IV, L.P. (2) | |||
| Series E Convertible Preferred Stock | (5) | 04/25/2012 | C | 1,874,744 (5) | (5) | (5) | Common Stock | 624,914 | $ 0 | 0 | I | By Tenaya Capital IV-C, L.P. (3) | |||
| Series E Convertible Preferred Stock | (5) | 04/25/2012 | C | 1,953,680 (5) | (5) | (5) | Common Stock | 651,226 | $ 0 | 0 | I | By Tenaya Capital IV-P, L.P. (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Banahan Thomas C/O INFOBLOX INC. 4750 PATRICK HENRY DR. SANTA CLARA, CA 95054 |
X | |||
| /s/ Robert Horton as attorney-in-fact for Thomas Banahan | 04/27/2012 | |
| **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) | Each share of the issuer's Series D Convertible Preferred Stock automatically converted into 1/3 share of the issuer's Common Stock on April 25, 2012 pursuant to an election by the holders of a majority of the shares of preferred stock of the issuer in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and had no expiration date. |
| (2) | The reporting person is one of the managing members of Tenaya Capital IV Annex GP, LLC, which is the general partner of Tenaya Capital IV, L.P. ("Tenaya Capital IV"), and may be deemed to share voting and dispositive power with respect to the shares held by Tenaya Capital IV. The reporting person disclaims beneficial ownership of such securities held by Tenaya Capital IV except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| (3) | The reporting person is one of the managing members of Tenaya Capital IV GP, LLC, which is the general partner of Tenaya Capital IV GP, LP, which is the general partner of Tenaya Capital IV-C, L.P. ("Tenaya Capital IV-C"), and may be deemed to share voting and dispositive power with respect to the shares held by Tenaya Capital IV-C. The reporting person disclaims beneficial ownership of the securities held by Tenaya Capital IV-C except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| (4) | The reporting person is one of the managing members of Tenaya Capital IV GP, LLC, which is the general partner of Tenaya Capital IV GP, LP, which is the general partner of Tenaya Capital IV-P, L.P. ("Tenaya Capital IV-P"), and may be deemed to share voting and dispositive power with respect to the shares held by Tenaya Capital IV-P. The reporting person disclaims beneficial ownership of the securities held by Tenaya Capital IV-P except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| (5) | Each share of the issuer's Series E Convertible Preferred Stock automatically converted into 1/3 share of the issuer's Common Stock on April 25, 2012 pursuant to an election by the holders of a majority of the shares of preferred stock of the issuer in connection with the closing of the issuer's sale of its Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and had no expiration date. |