|
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 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A-1 Preferred Stock | (1) | 08/02/2017 | C | 1,355,350 | (1) | (1) | Common Stock | 1,355,350 | $ 0 | 0 | I | By Madrona Venture Fund III, L.P. (2) | |||
| Series A-3 Preferred Stock | (3) | 08/02/2017 | C | 2,739,483 | (3) | (3) | Common Stock | 2,739,483 | $ 0 | 0 | I | By Madrona Venture Fund III, L.P. (2) | |||
| Series B Preferred Stock | (4) | 08/02/2017 | C | 1,184,724 | (4) | (4) | Common Stock | 1,184,724 | $ 0 | 0 | I | By Madrona Venture Fund III, L.P. (2) | |||
| Series C Preferred Stock | (5) | 08/02/2017 | C | 1,497,804 | (5) | (5) | Common Stock | 1,497,804 | $ 0 | 0 | I | By Madrona Venture Fund III, L.P. (2) | |||
| Series D Preferred Stock | (6) | 08/02/2017 | C | 411,932 | (6) | (6) | Common Stock | 411,932 | $ 0 | 0 | I | By Madrona Venture Fund III, L.P. (2) | |||
| Series E Preferred Stock | (7) | 08/02/2017 | C | 392,965 | (7) | (7) | Common Stock | 392,965 | $ 0 | 0 | I | By Madrona Venture Fund III, L.P. (2) | |||
| Series A-1 Preferred Stock | (1) | 08/02/2017 | C | 104,077 | (1) | (1) | Common Stock | 104,077 | $ 0 | 0 | I | By Madrona Venture Fund III-A, L.P. (8) | |||
| Series A-3 Preferred Stock | (2) | 08/02/2017 | C | 210,372 | (3) | (3) | Common Stock | 210,372 | $ 0 | 0 | I | By Madrona Venture Fund III-A, L.P. (8) | |||
| Series B Preferred Stock | (4) | 08/02/2017 | C | 47,326 | (4) | (4) | Common Stock | 47,326 | $ 0 | 0 | I | By Madrona Venture Fund III-A, L.P. (8) | |||
| Series C Preferred Stock | (5) | 08/02/2017 | C | 59,835 | (5) | (5) | Common Stock | 59,835 | $ 0 | 0 | I | By Madrona Venture Fund III-A, L.P. (8) | |||
| Series D Preferred Stock | (6) | 08/02/2017 | C | 16,456 | (6) | (6) | Common Stock | 16,456 | $ 0 | 0 | I | By Madrona Venture Fund III-A, L.P. (8) | |||
| Series E Preferred Stock | (7) | 08/02/2017 | C | 15,698 | (7) | (7) | Common Stock | 15,698 | $ 0 | 0 | I | By Madrona Venture Fund III-A, L.P. (8) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Madrona Investment Partners III C/O MADRONA VENTURE GROUP 999 THIRD AVE., 34TH FLOOR SEATTLE, WA 98104 |
X | |||
| Madrona Venture Fund III L P C/O MADRONA VENTURE GROUP 999 THIRD AVE., 34TH FLOOR SEATTLE, WA 98104 |
X | |||
| Madrona Venture Fund III-A LP C/O MADRONA VENTURE GROUP 999 THIRD AVE., 34TH FLOOR SEATTLE, WA 98104 |
X | |||
| /s/ Troy Cichos, Authorized Signatory of Madrona III General Partner, LLC, general partner of Madrona Investment Partners III, L.P., which is the general partner of each of Madrona Venture Fund III, L.P. and Madrona Venture Fund III-A, L.P. | 08/02/2017 | |
| **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) | Each share of the issuer's Series A-1 Preferred Stock automatically converted into 1 share of the issuer's Common Stock on August 2, 2017 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-219093) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date. |
| (2) | These securities are held of record by Madrona Venture Fund III, L.P. ("Madrona Fund III"). Madrona Investment Partners III, L.P. ("Madrona Partners III") is the general partner of Madrona Fund III, and Madrona III General Partner, LLC ("Madrona III LLC") is the general partner of Madrona Partners III. The reporting person, who is a member of the issuer's board of directors, together with Tom Alberg, Scott Jacobson, Len Jordon, Matthew McIlwain and Tim Porter, are the managing members of Madrona III LLC, and each may be deemed to share voting and investment power over the securities held by Madrona Fund III. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| (3) | Each share of the issuer's Series A-3 Preferred Stock automatically converted into 1 share of the issuer's Common Stock on August 2, 2017 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to a the Registration Statement, and had no expiration date. |
| (4) | Each share of the issuer's Series B Preferred Stock automatically converted into 1 share of the issuer's Common Stock on August 2, 2017 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to a the Registration Statement, and had no expiration date. |
| (5) | Each share of the issuer's Series C Preferred Stock automatically converted into 1 share of the issuer's Common Stock on August 2, 2017 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to a the Registration Statement, and had no expiration date. |
| (6) | Each share of the issuer's Series D Preferred Stock automatically converted into 1 share of the issuer's Common Stock on August 2, 2017 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to a the Registration Statement, and had no expiration date. |
| (7) | Each share of the issuer's Series E Preferred Stock automatically converted into 1 share of the issuer's Common Stock on August 2, 2017 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to a the Registration Statement, and had no expiration date. |
| (8) | These securities are held of record by Madrona Venture Fund III-A, L.P. ("Madrona Fund III-A"). Madrona Partners III is the general partner of Madrona Fund III-A, and Madrona III LLC is the general partner of Madrona Partners III. The reporting person, who is a member of the issuer's board of directors, together with Tom Alberg, Scott Jacobson, Len Jordon, Matthew McIlwain and Tim Porter are the managing members of Madrona III LLC, and each may be deemed to share voting and investment power over the securities held by Madrona Fund III-A. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |