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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 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 | ||||||||
Warrants (right to buy) | $ 0.842 | 01/24/2008 | X | 504,751 | 12/15/2000 | 04/07/2008 | Series C Convertible Preferred Stock | 504,751 | $ 0 | 0 | D (3) (4) | ||||
Warrants (right to buy) | $ 0.842 | 01/24/2008 | X | 89,073 | 12/15/2000 | 04/07/2008 | Series C Convertible Preferred Stock | 89,073 | $ 0 | 0 | D (4) (5) | ||||
Warrants (right to buy) | $ 0.842 | 01/24/2008 | X | 1,615,202 | 10/07/2002 | 04/07/2008 | Series D Convertible Preferred Stock | 1,615,202 | $ 0 | 0 | D (3) (4) | ||||
Warrants (right to buy) | $ 0.842 | 01/24/2008 | X | 285,036 | 10/07/2002 | 04/07/2008 | Series D Convertible Preferred Stock | 285,036 | $ 0 | 0 | D (4) (5) | ||||
Series C Convertible Preferred Stock | (6) | 01/24/2008 | X | 504,751 | (6) | (6) | Common Stock | 504,751 | $ 0 | 3,063,906 | D (3) (4) | ||||
Series C Convertible Preferred Stock | (6) | 01/24/2008 | S | 170,000 | (6) | (6) | Common Stock | 170,000 | $ 0 | 2,893,906 | D (3) (4) | ||||
Series C Convertible Preferred Stock | (6) | 01/24/2008 | X | 89,073 | (6) | (6) | Common Stock | 89,073 | $ 0 | 540,688 | D (4) (5) | ||||
Series C Convertible Preferred Stock | (6) | 01/24/2008 | S | 30,000 | (6) | (6) | Common Stock | 30,000 | $ 0 | 510,688 | D (4) (5) | ||||
Series D Convertible Preferred Stock | (6) | 01/24/2008 | X | 1,615,202 | (6) | (6) | Common Stock | 1,615,202 | $ 0 | 9,691,212 | D (3) (4) | ||||
Series D Convertible Preferred Stock | (6) | 01/24/2008 | S | 544,000 | (6) | (6) | Common Stock | 544,000 | $ 0 | 9,147,212 | D (3) (4) | ||||
Series D Convertible Preferred Stock | (6) | 01/24/2008 | X | 285,036 | (6) | (6) | Common Stock | 285,036 | $ 0 | 1,710,214 | D (4) (5) | ||||
Series D Convertible Preferred Stock | (6) | 01/24/2008 | S | 96,000 | (6) | (6) | Common Stock | 96,000 | $ 0 | 1,614,214 | D (4) (5) | ||||
Series B Convertible Preferred Stock | (6) | 01/30/2008 | C | 6,071,428 | (6) | (6) | Common Stock | 948,661 (2) | $ 0 | 0 | D (3) (4) | ||||
Series B Convertible Preferred Stock | (6) | 01/30/2008 | C | 1,071,429 | (6) | (6) | Common Stock | 167,411 (2) | $ 0 | 0 | D (4) (5) | ||||
Series C Convertible Preferred Stock | (6) | 01/30/2008 | C | 2,893,906 | (6) | (6) | Common Stock | 452,173 (2) | $ 0 | 0 | D (3) (4) | ||||
Series C Convertible Preferred Stock | (6) | 01/30/2008 | C | 510,688 | (6) | (6) | Common Stock | 79,795 (2) | $ 0 | 0 | D (4) (5) | ||||
Series D Convertible Preferred Stock | (6) | 01/30/2008 | C | 9,147,212 | (6) | (6) | Common Stock | 1,429,252 (2) | $ 0 | 0 | D (3) (4) | ||||
Series D Convertible Preferred Stock | (6) | 01/30/2008 | C | 1,614,214 | (6) | (6) | Common Stock | 252,221 (2) | $ 0 | 0 | D (4) (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BANK OF AMERICA VENTURES C/O SCALE MANAGEMENT, LLC 950 TOWER LANE, SUITE 700 FOSTER CITY, CA 94404 |
X | |||
BANKAMERICA INVESTMENT CORP C/O SCALE MANAGEMENT, LLC 950 TOWER LANE, SUITE 700 FOSTER CITY, CA 94404 |
X | |||
BANK OF AMERICA CORP /DE/ BANK OF AMERICA CORPORATE CENTER 100 N TRYON STREET CHARLOTTE, NC 28255 |
X |
/s/ Mark J. Brooks, attorney-in-fact | 02/01/2008 | |
**Signature of Reporting Person | Date | |
/s/ Mark J. Brooks, attorney-in-fact | 02/01/2008 | |
**Signature of Reporting Person | Date | |
/s/ Mark J. Brooks, attorney-in-fact | 02/01/2008 | |
**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) | Upon the closing of the issuer's initial public offering, the convertible preferred stock converted into shares of the issuer's common stock on a 6.4-for-1 basis, and had no expiration date. |
(2) | Reflects 1-for-6.4 reverse stock split which became effective on January 11, 2008. |
(3) | The shares are held of record by Bank of America Ventures ("BAV"). Bank of America Corporation ("BAC") is the parent of BAV. |
(4) | Under the terms of an investment management agreement between Scale Management, LLC ("Scale"), BAC, BAV and BAIC, Scale manages the investments of the securities of the issuer of held of record by BAV and BAIC and therefore may be deemed to have beneficial ownership of the securities of the shares held by BAV and BAIC. Scale disclaims beneficial ownership of all securities of the issuer held of record by BAV and BAIC. BAV and BAIC, as applicable, share dispositive power over such securities of the issuer with Scale. BAC, as the parent of BAV and BAIC, may also be deemed to share dispositive power over the securities of the issuer held of record by BAV and BAIC as a result of certain approval rights with respect to such securities. |
(5) | The shares are held of record by BankAmerica Investment Corporation ("BAIC"). BAC is the parent of BAIC. |
(6) | The convertible preferred stock is convertible at any time at the holder's election and has no expiration date. The shares automatically converted into shares of the issuer's common stock immediately prior to the issuer's initial public offering on a 6.4-for-1 basis. |