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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 A Convertible Preferred Stock | (1) | 10/04/2013 | C | 675,492 | (1) | (1) | Common Stock | 675,492 | $ 0 | 0 | I | By Funds (2) (3) | |||
| Series B Convertible Preferred Stock | (4) | 10/04/2013 | C | 265,252 | (4) | (4) | Common Stock | 265,252 | $ 0 | 0 | I | By Funds (3) (5) | |||
| Series B Convertible Preferred Stock | (1) | 10/04/2013 | C | 570,663 | (1) | (1) | Common Stock | 570,663 | $ 0 | 0 | I | By Funds (3) (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| VENROCK ASSOCIATES V LP C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
| VENROCK PARTNERS V L P C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
| Venrock Entrepreneurs Fund V, L.P. C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
| Venrock Management V, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
| Venrock Partners Management V, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
| VEF Management V, LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO, CA 94304 |
X | |||
| /s/ David L. Stepp, Authorized Signatory | 10/07/2013 | |
| **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 aggregate number of shares of Issuer's Preferred Stock held by the Reporting Persons converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on a 1-for-1 basis. |
| (2) | Consists of an aggregate of 609,497 shares of Series A Convertible Preferred Stock ("Series A Stock") held by Venrock Associates V, L.P. ("Venrock"), 51,675 shares of Series A Stock held by Venrock Partners V, L.P. ("Venrock Partners"), and 14,320 shares of Series A Stock held by Venrock Entrepreneurs Fund V, L.P. ("Venrock Entrepreneurs" and together with Venrock and Venrock Partners, the "Venrock Entities"). |
| (3) | The sole general partner of Venrock is Venrock Management V, LLC ("VM5"). The sole general partner of Venrock Partners is Venrock Partners Management V, LLC ("VPM5"). The sole general partner of Venrock Entrepreneurs is VEF Management V, LLC ("VEFM5"). VM5, VPM5 and VEFM5 disclaim beneficial ownership over all shares held by the Venrock Entities, except to the extent of their indirect pecuniary interests therein. |
| (4) | The aggregate number of shares of Issuer's Preferred Stock held by the Reporting Persons converted into Common Stock immediately prior to the closing of the Issuer's initial public offering and has no expiration date. These shares converted into Common Stock on approximately a 1-for-1.15 basis. |
| (5) | Consists of an aggregate of 239,337 shares of Series B Convertible Preferred Stock ("Series B Stock") held by Venrock, 20,292 shares of Series B Stock held by Venrock Partners, and 5,623 shares of Series B Stock held by Venrock Entrepreneurs. |
| (6) | Consists of an aggregate of 514,910 shares of Series C Convertible Preferred Stock ("Series C Stock") held by Venrock, 43,655 shares of Series C Stock held by Venrock Partners, and 12,098 shares of Series C Stock held by Venrock Entrepreneurs. |
| (7) | Consists of an aggregate of 609,497 shares of Common Stock held by Venrock, 51,675 shares of Common Stock held by Venrock Partners, and 14,320 shares of Common Stock held by Venrock Entrepreneurs. |
| (8) | Consists of an aggregate of 848,834 shares of Common Stock held by Venrock, 71,967 shares of Common Stock held by Venrock Partners, and 19,943 shares of Common Stock held by Venrock Entrepreneurs. |
| (9) | Consists of an aggregate of 1,363,744 shares of Common Stock held by Venrock, 115,622 shares of Common Stock held by Venrock Partners, and 32,041 shares of Common Stock held by Venrock Entrepreneurs. |
| (10) | The shares were acquired upon conversion of a convertible promissory note exempt from the definition of a derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the Issuer's initial public offering. |
| (11) | Consists of an aggregate of 1,479,642 shares of Common Stock held by Venrock, 125,448 shares of Common Stock held by Venrock Partners, and 34,764 shares of Common Stock held by Venrock Entrepreneurs. |
| (12) | Consists of an aggregate of 2,231,558 shares of Common Stock held by Venrock, 189,198 shares of Common Stock held by Venrock Partners, and 52,431 shares of Common Stock held by Venrock Entrepreneurs. |