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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 C Preferred Stock | (1) | 11/08/2005 | C | 48,045 | (1) | (1) | Common Stock | 48,045 | $ 0 | 352,864 | I | See Footnote (2) | |||
| Series D Preferred Stock | (1) | 11/08/2005 | C | 77,049 | (1) | (1) | Common Stock | 77,049 | $ 0 | 218,926 | I | See Footnote (2) | |||
| Stock Option (Right to Buy) | $ 24 | 11/08/2005 | A | 40,000 | 11/08/2006(4) | 11/08/2015 | Common Stock | 40,000 | $ 0 | 40,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CHWANG RONALD C/O ID VENTURES AMERICA, LLC 5201 GREAT AMERICA PARKWAY, SUITE 720 SANTA CLARA, CA 95054 |
X | X | ||
| /s/ Glen D. Weinstein Attorney-in-fact | 11/10/2005 | |
| **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 preferred stock is convertible at any time, at the holder's election, on a one-for-one basis and has no expiration date. |
| (2) | Consists of shares held indirectly by Acer Technology Ventures Management, LLC as sole general partner of Acer Technology Ventures Fund, L.P., Acer Technology Ventures America, LLC as general partner for IP Fund One, L.P. and iD America 1, LLC as sole general partner for iD6 Fund, L.P. The reporting person is a principal of each of Acer Technology Ventures Management, LLC, Acer Technology Ventures America, LLC and iD America 1, LLC. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or any other purpose. |
| (3) | Shares acquired pursuant to Directed Share Program in connection with initial public offering of common stock of iRobot Corporation. |
| (4) | This option vests over a five year period at a rate of 20% on the date listed in the table, and the balance vesting in equal annual installments over the remaining four years. |