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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 | |
Ascher Brian D. C/O VENROCK 3340 HILLVIEW AVE. PALO ALTO, CA 94304 |
X |
/s/ Brian D. Ascher | 12/16/2014 | |
**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) | Represents an aggregate of 1,337,184 shares held by Venrock Associates III, L.P. ("VA3"), 300,909 shares held by Venrock Associates, L.P. ("VA"), 33,433 shares held by Venrock Entrepreneurs Fund III, L.P. ("VEF3") and 3,833 shares held by Venrock Management III, LLC ("VM3"). |
(2) | VM3 and VEF Management III, LLC ("VEFM3") are the sole general partners of VA3 and VEF3, respectively, and may be deemed to beneficially own the shares held by VA3 and VEF3, respectively. VM3 and VEFM3 expressly disclaim beneficial ownership over all shares held by VA3 and VEF3, respectively, except to the extent of their indirect pecuniary interests therein. |
(3) | Represents an aggregate of 1,331,588 shares held by VA3, 300,909 shares held by VA, 33,433 shares held by VEF3 and 3,833 shares held by VM3. |
(4) | In August 2014, the reporting person transferred record title to 7,092 shares of the Common Stock to VR Management, LLC (the "Management Company") pursuant to the agreement described in Footnote 5, and the reporting person's holdings have been reduced accordingly. For Mr. Ascher, this represents a change in form of ownership from direct to indirect but does not represent a change in beneficial ownership. |
(5) | The reporting person is a member of the Management Company. Under an agreement between the reporting person and the Management Company, the reporting person is deemed to hold the reported shares for the sole benefit of the Management Company, which is entitled to the shares. The Management Company may be deemed the indirect beneficial owner of the shares, and the reporting person may be deemed the indirect beneficial owner of the shares through his interest in the Management Company. The reporting person disclaims beneficial ownership of the shares except to the extent of his indirect pecuniary interest therein. |
(6) | In August 2014, the reporting person transferred record title to 7,092 shares of Common Stock to the Management Company pursuant to the agreement described in Footnote 5, and the Management Company's holdings have been increased accordingly. The reporting person disclaims beneficial ownership of the shares except to the extent of his indirect pecuniary interest therein. |