|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred Stock | (5) | 02/15/2012 | C | 2,685,240 | (5) | (5) | Common Stock | 2,685,240 | $ 0 | 0 | D | ||||
Series A Convertible Preferred Stock | (5) | 02/15/2012 | C | 199,374 | (5) | (5) | Common Stock | 199,374 | $ 0 | 0 | D | ||||
Series B Convertible Preferred Stock | (5) | 02/15/2012 | C | 785,433 | (5) | (5) | Common Stock | 785,433 | $ 0 | 0 | D | ||||
Series B Convertible Preferred Stock | (5) | 02/15/2012 | C | 58,317 | (5) | (5) | Common Stock | 58,317 | $ 0 | 0 | D | ||||
Series C Convertible Preferred Stock | (5) | 02/15/2012 | C | 220,240 | (5) | (5) | Common Stock | 220,240 | $ 0 | 0 | D | ||||
Series C Convertible Preferred Stock | (5) | 02/15/2012 | C | 16,353 | (5) | (5) | Common Stock | 16,353 | $ 0 | 0 | D | ||||
Non-employee Director Stock Option (right to purchase) | $ 3.32 | (6) | 08/15/2021 | Common Stock | 50,000 | 50,000 (4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Crystal Venture II, Ltd. 1120 CHESTER AVENUE SUITE 418 CLEVELAND, OH 44114 |
X | X | ||
Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P. 1120 CHESTER AVENUE SUITE 418 CLEVELAND, OH 44114 |
X | X | ||
Crystal Internet Venture Fund II (BVI), L.P. 1120 CHESTER AVENUE SUITE 418 CLEVELAND, OH 44114 |
X | X | ||
Tzeng Joseph 1120 CHESTER AVENUE SUITE 418 CLEVELAND, OH 44114 |
X | X | ||
Kellogg Daniel 1120 CHESTER AVENUE SUITE 418 CLEVELAND, OH 44114 |
X |
/s/ Joseph Tzeng, Managing Member of Crystal Venture II, Ltd., by Shelley Rubino, as attorney-in-fact | 02/17/2012 | |
**Signature of Reporting Person | Date | |
/s/ Joseph Tzeng, Managing Member of Crystal Venture II, Ltd., General Partner of Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P., by Shelley Rubino, as attorney-in-fact | 02/17/2012 | |
**Signature of Reporting Person | Date | |
/s/ Joseph Tzeng, Managing Member of Crystal Venture II, Ltd., General Partner of Crystal Internet Venture Fund II (BVI), L.P., by Shelley Rubino, as attorney-in-fact | 02/17/2012 | |
**Signature of Reporting Person | Date | |
/s/ Joseph Tzeng, by Shelley Rubino, as attorney-in-fact | 02/17/2012 | |
**Signature of Reporting Person | Date | |
/s/ Daniel Kellogg, by Shelley Rubino, as attorney-in-fact | 02/17/2012 | |
**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) | These securities are held directly by Crystal Internet Venture Fund II (BVI), L.P. and indirectly by Crystal Venture II, Ltd., the general partner of Crystal Internet Venture Fund II (BVI), L.P., and Joseph Tzeng and Daniel Kellogg, the Class A members of Crystal Venture II, Ltd., who have all the voting rights of Crystal Venture II, Ltd. Each of Crystal Venture II, Ltd., Mr. Tzeng and Mr. Kellogg may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein. |
(2) | These securities are held directly by Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P. and indirectly by Crystal Venture II, Ltd., the general partner of Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P., and Joseph Tzeng and Daniel Kellogg, the Class A members of Crystal Venture II, Ltd., who have all the voting rights of Crystal Venture II, Ltd. Each of Crystal Venture II, Ltd., Mr. Tzeng and Mr. Kellogg may be deemed to beneficially own such securities, and disclaims such beneficial ownership except to the extent of its or his pecuniary interest therein. |
(3) | The reported securities represent the shares of the issuer's common stock that were underlying shares of the issuer's preferred stock that converted into common stock on a 1.5:1 basis upon the closing of the issuer's initial public offering (the "Initial Public Offering"). |
(4) | The reported securities are owned directly by Mr. Tzeng. None of Crystal Internet Venture Fund II (BVI), Crystal Vision, L.P., Crystal Internet Venture Fund II (BVI), L.P., Crystal Venture II, Ltd. or Mr. Kellogg has beneficial ownership of the reported securities. |
(5) | The number of shares of preferred stock reported in Column 5 converted into the issuer's common stock on a 1.5:1 basis upon the closing of the Initial Public Offering. |
(6) | The option vests in three equal annual installments following completion by Mr. Tzeng of each of three years of service to the issuer following September 1, 2011. |