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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 | ||||||||
Stock Option (Right to Buy) | $ 0.16 | 06/25/2010 | M | 20,000 | (7) | 10/22/2012 | Common Stock | 20,000 | $ 0 | 67,773 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
VON SIMSON ERNEST C/O ARCSIGHT, INC. 5 RESULTS WAY CUPERTINO, CA 95014 |
X |
/s/ Tram T. Phi as attorney-in-fact for Ernest von Simson | 06/28/2010 | |
**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) | KPCB Holdings, Inc. ("KPCB Holdings"), as nominee for the account of entities affiliated with Kleiner Perkins Caufield & Byers ("KPCB") and others, made a pro rata distribution for no consideration of an aggregate of 1,176,056 shares of common stock of the issuer to its partners on June 24, 2010. |
(2) | Represents 1,286 shares distributed to Mr. von Simson and 1,286 shares distrubuted to Mr. von Simson's spouse in a pro rata distribution by KPCB Holdings. Excludes fractional share interests and 3,493,360 shares held by entities affiliated with KPCB, including shares that are held for convenience in the name of KPCB Holdings, as nominee for the account of entities affiliated with KPCB and others. Mr. von Simson is a limited partner in KPCB Holdings; however, Mr. von Simson does not have voting or dispositive power with respect to these shares and disclaims beneficial ownership except to the extent of his pecuniary interest in these shares. |
(3) | Represents 1,286 shares held by Mr. von Simson and 2,572 shares held by Mr. von Simson's spouse. Excludes fractional share interests and 3,493,360 shares held by entities affiliated with KPCB, including shares that are held for convenience in the name of KPCB Holdings, as nominee for the account of entities affiliated with KPCB and others. Mr. von Simson is a limited partner in KPCB Holdings; however, Mr. von Simson does not have voting or dispositive power with respect to these shares and disclaims beneficial ownership except to the extent of his pecuniary interest in these shares. |
(4) | Represents 21,286 shares held by Mr. von Simson and 2,572 shares held by Mr. von Simson's spouse. Excludes fractional share interests and 3,493,360 shares held by entities affiliated with KPCB, including shares that are held for convenience in the name of KPCB Holdings, as nominee for the account of entities affiliated with KPCB and others. Mr. von Simson is a limited partner in KPCB Holdings; however, Mr. von Simson does not have voting or dispositive power with respect to these shares and disclaims beneficial ownership except to the extent of his pecuniary interest in these shares. |
(5) | Represents a weighted average sales price per share. The prices actually received ranged from $23.63 to $23.74. The reporting person has provided to the issuer, and will provide to the SEC staff or any security holder of the issuer, information regarding the number of shares sold at each price within the range. |
(6) | Represents 6,286 shares held by Mr. von Simson and 2,572 shares held by Mr. von Simson's spouse. Excludes fractional share interests and 3,493,360 shares held by entities affiliated with KPCB, including shares that are held for convenience in the name of KPCB Holdings, as nominee for the account of entities affiliated with KPCB and others. Mr. von Simson is a limited partner in KPCB Holdings; however, Mr. von Simson does not have voting or dispositive power with respect to these shares and disclaims beneficial ownership except to the extent of his pecuniary interest in these shares. |
(7) | The option is 100% vested and exercisable. |