SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )*
Evolent Health, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
30050B101
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 17 Pages
Exhibit Index Contained on Page 15
| CUSIP NO. 30050B101 | 13 G | Page 2 of 17 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
North Bridge Growth Equity I, L.P. (“NBGE I”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,109,578* shares of Class A Common Stock (the “Class A Stock”); except that (a) North Bridge Growth Management, L.P. (“NBGM LP”), the general partner of NBGE I, may be deemed to have sole power to vote such shares, (b) NBGE GP, LLC (“NBGE GP”), the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to vote such shares, (c) North Bridge Growth Management Company, LLC (“NBGM Co.”), the managing manager of NBGE GP, may be deemed to have sole power to vote such shares, and (d) Douglas A. Kingsley (“Kingsley”), Roshen Menon (“Menon”), Michael Pehl (“Pehl”) and Russell T. Pyle (“Pyle”), the managing members of NBGM Co., may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
3,109,578* shares of Class A Stock; except that (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to dispose of such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,578* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%** | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| * | Excludes 93,879 shares of the Issuer’s Class A common stock held in escrow on behalf of NBGE I and subject to the terms and conditions of that certain Escrow Agreement, dated October 3, 2016 and as described on the Issuer’s Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2016 (SEC Accession Number 0001628908-16-000066) because NBGE I does not have the right to acquire such shares within 60 days. |
| ** | Based on 52,576,422 shares of the Issuer’s Class A common stock outstanding as of November 7, 2016, as reported on the Issuer’s report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2016 (SEC Accession Number 0001628908-16-000072). |
| CUSIP NO. 30050B101 | 13 G | Page 3 of 17 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
North Bridge Growth Management, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,109,578* shares of Class A Stock, all of which are owned by NBGE I. (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to vote such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to vote such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to vote such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
3,109,578* shares of Class A Stock, all of which are owned by NBGE I. (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to dispose of such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,578* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%** | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| CUSIP NO. 30050B101 | 13 G | Page 4 of 17 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NBGE GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,109,578* shares of Class A Stock, all of which are owned by NBGE I. (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to vote such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to vote such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to vote such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
3,109,578* shares of Class A Stock, all of which are owned by NBGE I. (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to dispose of such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,578* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%** | |||||
| 12 | TYPE OF REPORTING PERSON*
OO | |||||
| CUSIP NO. 30050B101 | 13 G | Page 5 of 17 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
North Bridge Growth Management Company, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,109,578* shares of Class A Stock, all of which are owned by NBGE I. (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to vote such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to vote such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to vote such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
3,109,578* shares of Class A Stock, all of which are owned by NBGE I. (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to dispose of such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,578* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%** | |||||
| 12 | TYPE OF REPORTING PERSON*
OO | |||||
| CUSIP NO. 30050B101 | 13 G | Page 6 of 17 |
| 1 | NAME OF REPORTING PERSON
Douglas A. Kingsley | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
3,109,578* shares of Class A Stock, all of which are directly owned by NBGE I. (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to vote such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to vote such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to vote such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to vote such shares. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER 3,109,578* shares of Class A Stock, all of which are directly owned by NBGE I. (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to dispose of such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to dispose of such shares.
| |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,578* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%** | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| CUSIP NO. 30050B101 | 13 G | Page 7 of 17 |
| 1 | NAME OF REPORTING PERSON
Roshen Menon | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
3,109,578* shares of Class A Stock, all of which are directly owned by NBGE I. (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to vote such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to vote such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to vote such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to vote such shares. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
3,109,578* shares of Class A Stock, all of which are directly owned by NBGE I. (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to dispose of such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to dispose of such shares. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,578* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%** | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| CUSIP NO. 30050B101 | 13 G | Page 8 of 17 |
| 1 | NAME OF REPORTING PERSON
Michael Pehl | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
3,109,578* shares of Class A Stock, all of which are directly owned by NBGE I. (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to vote such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to vote such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to vote such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to vote such shares. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
3,109,578* shares of Class A Stock, all of which are directly owned by NBGE I. (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to dispose of such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to dispose of such shares. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,578* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%** | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| CUSIP NO. 30050B101 | 13 G | Page 9 of 17 |
| 1 | NAME OF REPORTING PERSON
Russell T. Pyle | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
3,109,578* shares of Class A Stock, all of which are directly owned by NBGE I. (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to vote such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to vote such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to vote such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to vote such shares. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
3,109,578* shares of Class A Stock, all of which are directly owned by NBGE I. (a) NBGM LP, the general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (b) NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to dispose of such shares, (c) NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to dispose of such shares, and (d) Kingsley, Menon, Pehl and Pyle, the managing members of NBGM Co., may be deemed to have shared power to dispose of such shares. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,109,578* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%** | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| CUSIP NO. 30050B101 | 13 G | Page 10 of 17 |
| ITEM 1(A). | NAME OF ISSUER |
Evolent Health, Inc.
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
800 N. Glebe Road, Suite 500
Arlington, VA 22203
| ITEM 2(A). | NAME OF PERSONS FILING |
This Schedule 13G is filed by NBGE I, NBGM LP, NBGE GP, NBGM Co., Kingsley, Menon, Pehl and Pyle. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
NBGM LP, the general partner of NBGE I, may be deemed to have sole power to vote and sole power to dispose of the shares of the Issuer owned directly by NBGE I. NBGE GP, the general partner of NBGM LP and ultimate general partner of NBGE I, may be deemed to have sole power to vote and sole power to dispose of the shares of the Issuer owned directly by NBGE I. NBGM Co., the managing manager of NBGE GP, may be deemed to have sole power to vote and sole power to dispose of the shares of the Issuer owned directly by NBGE I. Kingsley, Menon, Pehl and Pyle are the managing members of NBGM Co. and may be deemed to have shared power to vote and shared power to dispose of the shares of the Issuer directly owned by NBGE I.
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
c/o North Bridge Growth Equity
950 Winter Street
Waltham, MA 02451
| ITEM 2(C) | CITIZENSHIP |
NBGE I and NBGM LP are Delaware limited partnerships. NBGE GP and NBGM Co. are Delaware limited liability companies. Kingsley, Menon and Pyle are United States citizens. Pehl is a citizen of Germany.
ITEM 2(D) AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
Class A Common Stock
CUSIP # 30050B101
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| CUSIP NO. 30050B101 | 13 G | Page 11 of 17 |
| (a) | Amount beneficially owned: |
| See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: |
| See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
| See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
| See Row 6 of cover page for each Reporting Person. |
| (iii) | Sole power to dispose or to direct the disposition of: |
| See Row 7 of cover page for each Reporting Person. |
| (iv) | Shared power to dispose or to direct the disposition of: |
| See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Under certain circumstances set forth in the limited partnership agreements of NBGE I and NBGM LP and the limited liability company agreements of NBGE GP and NBGM Co., the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
| CUSIP NO. 30050B101 | 13 G | Page 12 of 17 |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
| ITEM 10. | CERTIFICATION. |
Not applicable.
| CUSIP NO. 30050B101 | 13 G | Page 13 of 17 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2017
| North Bridge Growth Equity I, L.P. | ||
| By: | North Bridge Growth Management, L.P., its general partner | |
| By: | NBGE GP, LLC, its general partner | |
| By: | North Bridge Growth Management Company, LLC, its managing manager | |
| By: | /s/ Russell T. Pyle | |
| Name: | Russell T. Pyle | |
| Title: | Managing Member | |
| North Bridge Growth Management, L.P. | ||
| By: | NBGE GP, LLC, its general partner | |
| By: | North Bridge Growth Management | |
| Company, LLC, its managing manager | ||
| By: | /s/ Russell T. Pyle | |
| Name: | Russell T. Pyle | |
| Title: | Managing Member | |
| NBGE GP, LLC | ||
| By: | North Bridge Growth Management | |
| Company, LLC, its managing manager | ||
| By: | /s/ Russell T. Pyle | |
| Name: | Russell T. Pyle | |
| Title: | Managing Member | |
| North Bridge Growth Management Company, LLC | ||
| By: | /s/ Russell T. Pyle | |
| Name: | Russell T. Pyle | |
| Title: | Managing Member | |
| CUSIP NO. 30050B101 | 13 G | Page 14 of 17 |
| DOUGLAS A. KINGSLEY |
| /s/ Douglas A. Kingsley |
| Douglas A. Kingsley |
| ROSHEN MENON |
| /s/ Roshen Menon |
| Roshen Menon |
| MICHAEL PEHL |
| /s/ Michael Pehl |
| Michael Pehl |
| RUSSELL T. PYLE |
| /s/ Russell T. Pyle |
| Russell T. Pyle |
| CUSIP NO. 10316T106 | 13 G | Page 15 of 17 |
EXHIBIT INDEX
| Exhibit |
Found on Sequentially Numbered Page |
|||
| Exhibit A: Agreement of Joint Filing |
16 | |||