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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 | ||||||||
| Call Option (obligation to sell) | $ 1,024,591.56 | 05/11/2012 | X | 474,696 (1) | 07/01/2010 | 12/31/2020 | Series C Convertible Preferred Stock | 474,696 (1) | $ 0 | 0 | D (1) | ||||
| Director Stock Option (right to buy) | $ 18 | 06/28/2012 | A | 0 (4) (5) | (2) | 06/27/2022 | Common Stock | 0 (4) (5) | $ 0 | 0 (4) (5) | I | See footnote (4) (5) | |||
| Director Stock Option (right to buy) | $ 18 | 06/28/2012 | A | 0 (6) (7) | (3) | 06/27/2022 | Common Stock | 0 (6) (7) | $ 0 | 0 (6) (7) | I | See footnote (6) (7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MOORES JOHN J 111 CONGRESS AVENUE, SUITE 2600 AUSTIN, TX 78701 |
X | X | ||
| /s/ John J. Moores | 07/02/2012 | |
| **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) | The total represents shares of common stock to be received upon conversion of shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Shares") underlying the option granted in July 2010 to Mr. Noell by the reporting person. Effective upon the closing of the Issuer's initial public offering of its common stock, each Series C Share will automatically convert into eight shares of Common Stock as shown in column 5. |
| (2) | Represents a stock option granted to Charles E. Noell III (the "Noell Option") which vests as to 1/3rd of the total number of shares on June 28, 2013 and thereafter vests as to an additional 1/3rd of the total number of shares on each of the second and third anniversary of June 28, 2012. |
| (3) | Represents a stock option granted to Paul V. Barber (the "Barber Option") which vests as to 1/3rd of the total number of shares on June 28, 2013 and thereafter vests as to an additional 1/3rd of the total number of shares on each of the second and third anniversary of June 28, 2012. |
| (4) | Certain of the proceeds from the future sale of the shares of common stock issuable upon exercise of the Noell Option (the "Noell Option Shares") will be delivered to JMI Associates V, L.L.C., the general partner of JMI Equity Fund V, L.P. ("Fund V") and JMI Equity Fund V (AI), L.P. ("Fund V (AI)" and together with Fund V, collectively the "Equity V Funds"), pursuant to a contractual obligation of Mr. Noell to assign any compensation received for service as a director on the board of directors of the Issuer (the "Board of Directors"), to offset the management fees of the Equity V Funds. (Continue on footnote 5) |
| (5) | (Continued from Footnote 4) Mr. Moores is a limited partner in Fund V and a co-trustee and settlor of various family trusts that include certain immediate family members (collectively, the "Trusts"), each a limited partner of Fund V (AI). Mr. Noell serves as the representative of JMI Associates V, L.L.C., the Equity V Funds and Mr. Moores on the Board of Directors. Mr. Moores disclaims Section 16 beneficial ownership of the Noell Option Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of the Noell Option Shares, except to the extent of its pecuniary interest, if any, in the Noell Option Shares by virtue of his limited partnership interest in Fund V and his position as a co-trustee of the Trusts. Investment decisions by each of the Trusts are made by a majority vote of the co-trustees and the Trusts are irrevocable. |
| (6) | The proceeds from the future sale of the shares of common stock issuable upon exercise of the Barber Option (the "Barber Option Shares") will be delivered to JMI Associates V, L.L.C., the general partner of JMI Equity Fund V, L.P. ("Fund V") and JMI Equity Fund V (AI), L.P. ("Fund V (AI)" and together with Fund V, collectively the "Equity V Funds"), pursuant to a contractual obligation of Mr. Barber to assign any compensation received for service as a director on Board of Directors, to offset the management fees of the Equity V Funds. Mr. Moores is a limited partner in Fund V and a co-trustee and settlor of the Trusts, each a limited partner of Fund V (AI). (Continue on footnote 7) |
| (7) | (Continued from Footnote 6) Mr. Barber serves as the representative of JMI Associates V, L.L.C., the Equity V Funds, and Mr. Moores on the Board of Directors. Mr. Moores disclaims Section 16 beneficial ownership of the Barber Option Shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of the Barber Option Shares, except to the extent of its pecuniary interest, if any, in the Barber Option Shares by virtue of his limited partnership interest in Fund V and his position as a co-trustee of the Trusts. Investment decisions by each of the Trusts are made by a majority vote of the co-trustees and the Trusts are irrevocable. |