SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
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. 2)1
PlanetOut Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
727058 10 9 (CUSIP Number) |
December 31, 2005
(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)
x Rule 13d-1(d)
1 | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
CUSIP No. 727058 10 9 |
13G | Page 2 of 26 pages. |
1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield X, L.P., a Delaware Limited Partnership |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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3. | SEC Use Only
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4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
914,847 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
914,847 |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
914,847 |
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10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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11. | Percent of Class Represented by Amount in Row (9)
5.3% |
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12. | Type of Reporting Person
PN |
CUSIP No. 727058 10 9 |
13G | Page 3 of 26 pages. |
1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield X Management, L.L.C., a Delaware Limited Liability Company |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
16,362 (options to purchase shares exercisable within 60 days of the date hereof.) 6. Shared Voting Power
1,059,529 7. Sole Dispositive Power
16,362 (options to purchase shares exercisable within 60 days of the date hereof.) 8. Shared Dispositive Power
1,059,529 |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,075,891 (includes options to purchase 16,362 shares exercisable within 60 days of the date hereof.) |
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10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
11. | Percent of Class Represented by Amount in Row (9)
6.2% |
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12. | Type of Reporting Person
OO |
CUSIP No. 727058 10 9 |
13G | Page 4 of 26 pages. |
1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield X Annex, L.P., a Delaware Limited Partnership |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
53,439 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
53,439 |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
53,439 |
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10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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¨
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11. | Percent of Class Represented by Amount in Row (9)
0.3% |
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12. | Type of Reporting Person
PN |
CUSIP No. 727058 10 9 |
13G | Page 5 of 26 pages. |
1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield X Annex Management, L.L.C., a Delaware Limited Liability Company |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
53,439 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
53,439 |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
53,439 |
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10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
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11. | Percent of Class Represented by Amount in Row (9)
0.3% |
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12. | Type of Reporting Person
OO |
CUSIP No. 727058 10 9 |
13G | Page 6 of 26 pages. |
1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield Associates Fund V, L.P., a Delaware Limited Partnership |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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3. | SEC Use Only
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4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
35,230 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
35,230 |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
35,230 |
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10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
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11. | Percent of Class Represented by Amount in Row (9)
0.2% |
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12. | Type of Reporting Person
PN |
CUSIP No. 727058 10 9 |
13G | Page 7 of 26 pages. |
1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Mayfield Principals Fund, L.L.C., a Delaware Limited Liability Company |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
109,452 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
109,452 |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
109,452 |
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10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
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11. | Percent of Class Represented by Amount in Row (9)
0.6% |
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12. | Type of Reporting Person
OO |
CUSIP No. 727058 10 9 |
13G | Page 8 of 26 pages. |
1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Yogen K. Dalal |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
U.S. |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
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10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
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11. | Percent of Class Represented by Amount in Row (9)
6.6% |
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12. | Type of Reporting Person
IN |
CUSIP No. 727058 10 9 |
13G | Page 9 of 26 pages. |
1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Kevin A. Fong |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
U.S. |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
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10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
11. | Percent of Class Represented by Amount in Row (9)
6.6% |
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12. | Type of Reporting Person
IN |
CUSIP No. 727058 10 9 |
13G | Page 10 of 26 pages. |
1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
William D. Unger |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
U.S. |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
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10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
11. | Percent of Class Represented by Amount in Row (9)
6.6% |
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12. | Type of Reporting Person
IN |
CUSIP No. 727058 10 9 |
13G | Page 11 of 26 pages. |
1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Wendell G. Van Auken, III |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
U.S. |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
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10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
11. | Percent of Class Represented by Amount in Row (9)
6.6% |
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12. | Type of Reporting Person
IN |
CUSIP No. 727058 10 9 |
13G | Page 12 of 26 pages. |
1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
A. Grant Heidrich, III |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
U.S. |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
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10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
11. | Percent of Class Represented by Amount in Row (9)
6.6% |
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12. | Type of Reporting Person
IN |
CUSIP No. 727058 10 9 |
13G | Page 13 of 26 pages. |
1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
David J. Ladd |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
U.S. |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
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10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
11. | Percent of Class Represented by Amount in Row (9)
6.6% |
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12. | Type of Reporting Person
IN |
CUSIP No. 727058 10 9 |
13G | Page 14 of 26 pages. |
1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Robert T. Vasan |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
U.S. |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
-0- 6. Shared Voting Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) 7. Sole Dispositive Power
-0- 8. Shared Dispositive Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
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10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
| ||
11. | Percent of Class Represented by Amount in Row (9)
6.6% |
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12. | Type of Reporting Person
IN |
CUSIP No. 727058 10 9 |
13G | Page 15 of 26 pages. |
1. | Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only)
Allen L. Morgan |
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2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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3. | SEC Use Only
|
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4. | Citizenship or Place of Organization
U.S. |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. Sole Voting Power
15,773 (represents options to purchase shares exercisable within 60 days of the date hereof.) 6. Shared Voting Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) 7. Sole Dispositive Power
15,773 (represents options to purchase shares exercisable within 60 days of the date hereof.) 8. Shared Dispositive Power
1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.) |
9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,145,103 (includes options to purchase 32,135 shares exercisable within 60 days of the date hereof.) |
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10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Excludes options to purchase 454 shares which will vest in equal installments on April 17, 2006 and May 17, 2006. |
x
| ||
11. | Percent of Class Represented by Amount in Row (9)
6.6% |
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12. | Type of Reporting Person
IN |
Item 1. |
(a) |
Name of Issuer: | ||||||||||
PlanetOut Inc. | ||||||||||||
(b) |
Address of Issuers Principal Executive Offices: | |||||||||||
1355 Sansome Street | ||||||||||||
San Francisco, CA 94111 | ||||||||||||
Item 2. |
(a) |
Name of Persons Filing: | ||||||||||
Mayfield X, L.P. | ||||||||||||
Mayfield X Management, L.L.C. | ||||||||||||
Mayfield X Annex, L.P. | ||||||||||||
Mayfield X Annex Management, L.L.C. | ||||||||||||
Mayfield Associates Fund V, L.P. | ||||||||||||
Mayfield Principals Fund, L.L.C. | ||||||||||||
Yogen K. Dalal | ||||||||||||
Kevin A. Fong | ||||||||||||
William D. Unger | ||||||||||||
Wendell G. Van Auken, III | ||||||||||||
A. Grant Heidrich, III | ||||||||||||
David J. Ladd | ||||||||||||
Robert T. Vasan | ||||||||||||
Allen L. Morgan | ||||||||||||
(b) |
Address of Principal Business Office: | |||||||||||
c/o Mayfield Fund | ||||||||||||
2800 Sand Hill Road, Suite 250 | ||||||||||||
Menlo Park, CA 94025 | ||||||||||||
(c) |
Citizenship: | |||||||||||
Mayfield X, L.P., Mayfield X Annex, L.P. and Mayfield Associates Fund V, L.P. are Delaware limited partnerships. | ||||||||||||
Mayfield X Management, L.L.C., Mayfield X Annex Management, L.L.C. and Mayfield Principals Fund, L.L.C. are Delaware limited liability companies. | ||||||||||||
The individuals listed in Item 2(a) are U.S. citizens. | ||||||||||||
(d) |
Title of Class of Securities: | |||||||||||
Common Stock | ||||||||||||
(e) |
CUSIP Number: | |||||||||||
727058 10 9 | ||||||||||||
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||||||||
Not applicable |
Page 16 of 26 Pages.
Item 4. |
Ownership. | |||||||||
The information regarding ownership as set forth in Items 5-9 of Pages 2-15 hereto, is hereby incorporated by reference. | ||||||||||
For a summary of total ownership by all Reporting Persons, see Exhibit 3 hereto. | ||||||||||
Item 5. |
Ownership of Five Percent or Less of a Class. | |||||||||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. | ||||||||||
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. | |||||||||
Not applicable. | ||||||||||
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |||||||||
Not applicable. | ||||||||||
Item 8. |
Identification and Classification of Members of the Group. | |||||||||
Not applicable. | ||||||||||
Item 9. |
Notice of Dissolution of Group. | |||||||||
Not applicable. | ||||||||||
Item 10. |
Certification. | |||||||||
Not applicable. |
Page 17 of 26 Pages.
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.
Date: February 13, 2006
MAYFIELD X, L.P. | ||
A Delaware Limited Partnership | ||
By: |
Mayfield X Management, L.L.C. | |
Its General Partner | ||
By: |
/s/ James T. Beck | |
James T. Beck, Authorized Signatory | ||
MAYFIELD X MANAGEMENT, L.L.C. | ||
A Delaware Limited Liability Company | ||
By: |
/s/ James T. Beck | |
James T. Beck, Authorized Signatory | ||
MAYFIELD X ANNEX, L.P. | ||
A Delaware Limited Partnership | ||
By: |
Mayfield X Annex Management, L.L.C. | |
Its General Partner | ||
By: |
/s/ James T. Beck | |
James T. Beck, Authorized Signatory | ||
MAYFIELD X ANNEX MANAGEMENT, L.L.C. | ||
A Delaware Limited Liability Company | ||
By: |
/s/ James T. Beck | |
James T. Beck, Authorized Signatory | ||
MAYFIELD ASSOCIATES FUND V, L.P. | ||
A Delaware Limited Partnership | ||
By: |
Mayfield X Management, L.L.C. | |
Its General Partner | ||
By: |
/s/ James T. Beck | |
James T. Beck, Authorized Signatory | ||
MAYFIELD PRINCIPALS FUND, L.L.C. | ||
A Delaware Limited Liability Company | ||
By: |
Mayfield X Management, L.L.C. | |
Its Managing Director | ||
By: |
/s/ James T. Beck | |
James T. Beck, Authorized Signatory |
Page 18 of 26 pages.
YOGEN K. DALAL | ||
By: |
/s/ James T. Beck | |
James T. Beck, Attorney In Fact | ||
KEVIN A. FONG | ||
By: |
/s/ James T. Beck | |
James T. Beck, Attorney In Fact | ||
WILLIAM D. UNGER | ||
By: |
/s/ James T. Beck | |
James T. Beck, Attorney In Fact | ||
WENDELL G. VAN AUKEN, III | ||
By: |
/s/ James T. Beck | |
James T. Beck, Attorney In Fact | ||
A. GRANT HEIDRICH, III | ||
By: |
/s/ James T. Beck | |
James T. Beck, Attorney In Fact | ||
DAVID J. LADD | ||
By: |
/s/ James T. Beck | |
James T. Beck, Attorney In Fact | ||
ROBERT T. VASAN | ||
By: |
/s/ James T. Beck | |
James T. Beck, Attorney In Fact | ||
ALLEN L. MORGAN | ||
By: |
/s/ James T. Beck | |
James T. Beck, Attorney In Fact |
Page 19 of 26 pages.
EXHIBIT INDEX
Exhibit 1 - | JOINT FILING AGREEMENT | |
Exhibit 2 - | POWERS OF ATTORNEY for David J. Ladd and Robert T. Vasan are attached. | |
POWERS OF ATTORNEY for Mayfield X, L.P., Mayfield X Management, L.L.C., Mayfield X Annex Management, L.L.C., Mayfield X Annex, L.P., Mayfield Associates Fund V, L.P., Mayfield Principals Fund, L.L.C., Yogen K. Dalal, Kevin A. Fong, William D. Unger, Wendell G. Van Auken, III, A. Grant Heidrich, III and Allen L. Morgan are hereby incorporated by reference to Exhibit 2 to the Statement on Schedule 13G dated February 14, 2005. | ||
Exhibit 3 - | OWNERSHIP SUMMARY |
Page 20 of 26 pages.