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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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) | ||
(e.g., puts, calls, warrants, options, convertible securities)
| 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 Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Deer VI & Co. LLC C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538 | X | X | ||
| Bessemer Venture Partners Co-Investment L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538 | X | X | ||
| Bessemer Venture Partners VI Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538 | X | X | ||
| Bessemer Venture Partners VI L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538 | X | X | ||
Signatures
| /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co. LLC | 10/29/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners Co-Investment L.P. | 10/29/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners VI Institutional L.P. | 10/29/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners VI L.P. | 10/29/2012 | |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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 total includes 1,633,048 shares sold by Bessemer Venture Partners VI, L.P. ("BVP VI"), 548,506 shares sold by Bessemer Venture Partners Co-Investment, L.P. ("BVP Co-Investment") and 20,775 shares sold by Bessemer Venture Partners VI Institutional, L.P. ("BVP Institutional," and together with BVP VI and BVP Co-Investment, the "Funds"). |
| (2) | The total includes 8,377,503 shares held by BVP VI, 2,813,824 shares held by BVP Co-Investment and 106,575 shares held by BVP Institutional. |
| (3) | Deer VI & Co LLC ("Deer VI") is the general partner of each of the Funds. The Funds, together with Deer VI, are the "Bessemer Entities." Deer VI disclaims beneficial ownership of the securities owned directly by the Funds, and this report shall not be deemed as admission that Deer VI is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds. Robert Goodman, an executive manager of Deer VI, serves as the representative of the Bessemer Entities on the issuer's board of directors. |
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