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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | X | May be part of 13(d) group | |
KIMBALL RICK C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of 13(d) group | ||
DREW JOHN C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of 13(d) group | ||
REYNOLDS JON Q JR C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA 94301 |
X | May be part of 13(d) group |
Frederic D. Fenton Authorized signatory for Jay C. Hoag | 02/28/2014 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton Authorized signatory for Richard H. Kimball | 02/28/2014 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton Authorized signatory for John L. Drew | 02/28/2014 | |
**Signature of Reporting Person | Date | |
Frederic D. Fenton Authorized signatory for Jon Q. Reynolds, Jr. | 02/28/2014 | |
**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 price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $6.85 to $6.96. The Reporting Persons hereby undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(2) | These shares are directly held by TCV V, L.P. Each of Jay C. Hoag ("Hoag"), Richard H. Kimball, John L. Drew and Jon Q. Reynolds, Jr. (the "Class A Members") are Class A Members of Technology Crossover Management V, L.L.C. ("TCM V") which is the general partner of TCV V, L.P. The Class A Members and TCM V may be deemed to beneficially own the shares held by TCV V, L.P., but the Class A Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
(3) | These shares are directly held by TCV Member Fund, L.P. Each of the Class A Members is (i) a Class A Member of TCM V, which is a general partner of TCV Member Fund, L.P. and (ii) a limited partner of TCV Member Fund, L.P. The Class A Members and TCM V may be deemed to beneficially own the shares held by TCV Member Fund, L.P., but the Class A Members and TCM V disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
(4) | These shares are directly held by TCV Management 2004, L.L.C. ("TCM 2004") and include shares that were previously reported as owned by Hoag which were subsequently transferred to TCM 2004 by Hoag. Each of the Class A Members are members of TCM 2004 but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
(5) | The price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $6.93 to $6.97. The Reporting Persons hereby undertake to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(6) | These shares are directly held by Hoag. Hoag has sole dispositive power over the shares, however, TCM 2004 owns 100% of the pecuniary interest therein. Each of the Class A Members are members of TCM 2004, but each disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. |