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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 Convertible Preferred Stock | (2) | 07/05/2012 | C | 3,260,000 | (2) | (2) | Common Stock | 3,260,000 | (2) | 0 | I | See footnotes (3) (5) | |||
| Series A Convertible Preferred Stock | (2) | 07/05/2012 | C | 1,586,920 | (2) | (2) | Common Stock | 1,586,920 | (2) | 0 | I | See footnotes (4) (5) | |||
| Series B Convertible Preferred Stock | (2) | 07/05/2012 | C | 5,201,184 | (2) | (2) | Common Stock | 5,201,184 | (2) | 0 | I | See footnotes (3) (5) | |||
| Series B Convertible Preferred Stock | (2) | 07/05/2012 | C | 2,531,856 | (2) | (2) | Common Stock | 2,531,856 | (2) | 0 | I | See footnotes (4) (5) | |||
| Series C Convertible Preferred Stock | (2) | 07/05/2012 | C | 1,282,624 | (2) | (2) | Common Stock | 1,282,624 | (2) | 0 | I | See footnotes (3) (5) | |||
| Series C Convertible Preferred Stock | (2) | 07/05/2012 | C | 149,664 | (2) | (2) | Common Stock | 149,664 | (2) | 0 | I | See footnotes (4) (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| El Camino Advisors, LLC 111 CONGRESS AVENUE, SUITE 2600 AUSTIN, TX 78701 |
X | X | ||
| JMI Participating Partners 111 CONGRESS AVENUE, SUITE 2600 AUSTIN, TX 78701 |
X | X | ||
| JMI Services, LLC 111 CONGRESS AVENUE, SUITE 2600 AUSTIN, TX 78701 |
X | X | ||
| JMTX Manager, Inc. 111 CONGRESS AVENUE, SUITE 2600 AUSTIN, TX 78701 |
X | X | ||
| /s/ Bryant W. Burke, Attorney-in-Fact | 07/05/2012 | |
| **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 received upon conversion of shares of the Issuer's Series A Convertible Preferred Stock (the "Series A Shares"), Series B Convertible Preferred Stock (the "Series B Shares") and Series C Convertible Preferred Stock (the "Series C Shares" and together with the Series A Shares and Series B Shares, collectively, the "Preferred Shares"). |
| (2) | Effective upon the closing of the Issuer's initial public offering of its common stock, each Preferred Share automatically converted into eight shares of Common Stock as shown in column 7. The Preferred Shares had no expiration date. |
| (3) | As of the date hereof, JMI Participating Partners ("Participating Partners") owns an aggregate of 9,751,654 shares of Common Stock after conversion of the Preferred Shares. Prior to the Issuer's initial public offering, Participating Partners owned 7,846 shares of Common Stock, 407,500 Series A Shares, 650,148 Series B Shares and 160,328 Series C Shares. El Camino Advisors, LLC is the managing general partner of Participating Partners and for Section 13(d) purposes may be deemed to be the beneficial owner of the shares held by Participating Partners. El Camino Advisors, LLC disclaims Section 16 beneficial ownership of the shares held by Participating Partners and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by Participating Partners. |
| (4) | As of the date hereof, JMI Services, LLC ("Services") owns an aggregate of 4,272,259 shares of Common Stock after conversion of the Preferred Shares. Prior to the Issuer's initial public offering, Services owned 3,819 shares of Common Stock, 198,365 Series A Shares, 316,482 Series B Shares and 18,708 Series C Shares. JMTX Manager, Inc. is the manager of Services and owns 1% of the equity interest in Services and for Section 13(d) purposes may be deemed to be the beneficial owner of the shares held by Services. JMTX Manager, Inc. disclaims Section 16 beneficial ownership of the shares held by Services and this report shall not be deemed an admission that such reporting person is the beneficial owner of the shares held by Services, except to the extent of its pecuniary interest, if any, in the shares held by Services by virtue of its membership interest in Services. |
| (5) | Charles E. Noell III, a member of El Camino Advisors, LLC, and director and officer of JMTX Manager, Inc., serves as the representative of El Camino Advisors, LLC, Participating Partners, JMTX Manager, Inc., and Services on the Issuer's board of directors. |