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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BANATAO DIOSDADO P C/O TALLWOOD VENTURE CAPITAL 400 HAMILTON AVENUE, SUITE 230 PALO ALTO, CA 94301 |
X |
/s/ Diosdado P. Banatao | 03/04/2011 | |
**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) | Tallwood I, L.P. ("Tallwood") made a pro rata distribution for no consideration of an aggregate of 3,458,091 shares of common stock of the Issuer to its limited partners on March 4, 2011. As a result of such distribution, Tallwood now no longer owns 10% or more of the outstanding common stock of the Issuer and, accordingly, is no longer subject to reporting requirements under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to ownership of common stock of the Issuer. |
(2) | The Reporting Person is the managing member of Tallwood Management Co. LLC, which is the general partner of Tallwood. The Banatao Living Trust directly or indirectly holds 100% of the membership interests in Tallwood Management Co. LLC. The Reporting Person, as a trustee of the Banatao Living Trust, holds shared voting and dispositive power over the securities held by this fund. The Reporting Person disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein. |
(3) | The Reporting Person, as a trustee of the Banatao Living Trust, holds shared voting and dispositive power over the securities held by this trust. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein. |
(4) | The Reporting Person is the managing member of Tallwood Management Co. LLC and the Banatao Living Trust directly or indirectly holds 100% of the membership interests in Tallwood Management Co. LLC. The Reporting Person, as a trustee of the Banatao Living Trust, holds shared voting and dispositive power over the securities held by this fund. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein. |
(5) | The Reporting Person is the managing member of Tallwood Partners, LLC and the Banatao Living Trust directly or indirectly holds 100% of the membership interests in Tallwood Partners, LLC. The Reporting Person, as a trustee of the Banatao Living Trust, holds shared voting and dispositive power over the securities held by this fund. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein. |
(6) | The Reporting Person, as a trustee of the Banatao Children's Trust, holds shared voting and dispositive power over the securities held by this trust. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein. |
(7) | The Reporting Person, as a trustee of the Banatao Heritage Trust, holds shared voting and dispositive power over the securities held by this trust. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein. |