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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) |
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 | ||||||||
Series A Preferred Stock | (1) | 05/01/2018 | C | 2,601,373 | (1) | (1) | Common Stock | 2,658,418 | $ 0 | 0 | I | See footnote (11) | |||
Series A-1 Preferred Stock | (3) | 05/01/2018 | C | 1,264,222 | (3) | (3) | Common Stock | 1,264,222 | $ 0 | 0 | I | See footnote (11) | |||
Series B Preferred Stock | (3) | 05/01/2018 | C | 8,546,742 | (3) | (3) | Common Stock | 8,546,742 | $ 0 | 0 | I | See footnote (11) | |||
Series B-1 Preferred Stock | (3) | 05/01/2018 | C | 1,392,050 | (3) | (3) | Common Stock | 1,392,050 | $ 0 | 0 | I | See footnote (3) | |||
Series C Preferred Stock | (3) | 05/01/2018 | C | 1,533,237 | (3) | (3) | Common Stock | 1,533,237 | $ 0 | 0 | I | See footnote (11) | |||
Series D Preferred Stock | (3) | 05/01/2018 | C | 195,759 | (3) | (3) | Common Stock | 195,759 | $ 0 | 0 | I | See footnote (11) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
IGNITION GP II, LLC 350 106TH AVENUE, 1ST FLOOR BELLEVUE, WA 98004 |
X | |||
IGNITION VENTURE PARTNERS II, L.P. 350 106TH AVENUE NE, 1ST FLOOR BELLEVUE, WA 98004 |
X | |||
IGNITION MANAGING DIRECTORS FUND II, LLC 350 106TH AVE NE, 1ST FLOOR BELLEVUE, WA 98004 |
X |
/s/ Robert Headley, as Managing Director of Ignition GP II, LLC | 05/01/2018 | |
**Signature of Reporting Person | Date | |
/s/ Robert Headley, as Managing Director of Ignition GP II, LLC, the General Partner of Ignition Venture Partners II, L.P. | 05/01/2018 | |
**Signature of Reporting Person | Date | |
/s/ Robert Headley, as Managing Director of Ignition Managing Directors Fund II, LLC | 05/01/2018 | |
**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 Series A Preferred Stock converted into 1.02192925205 shares of common stock upon the closing of the Issuer's initial public offering. The shares had no expiration date. |
(2) | Includes 2,627,157 shares held by Ignition Venture Partners II, L.P. and 137,689 shares held by Ignition Managing Directors Fund II, LLC. Ignition GP II, LLC possesses all voting and dispositive power with respect to shares held by Ignition Venture Partners II, L.P. A board of nine managing directors controls all voting and dispositive power with respect to Ignition GP II, LLC, including with respect to shares held by Ignition Venture Partners II, L.P. and Ignition Managing Directors Fund II, LLC. The board is comprised of Jonathan Roberts, Jon Anderson, John Connors, Robert Headley, Steve Hooper, Cameron Myhrvold, Brad Silverberg, Rich Tong and John Zagula. |
(3) | Each share of Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series D Preferred Stock converted into one share of common stock upon the closing of the Issuer's initial public offering. The shares had no expiration date. |
(4) | Includes 3,828,421 shares held by Ignition Venture Partners II, L.P. and 200,647 shares held by Ignition Managing Directors Fund II, LLC. Ignition GP II, LLC possesses all voting and dispositive power with respect to shares held by Ignition Venture Partners II, L.P. A board of nine managing directors controls all voting and dispositive power with respect to Ignition GP II, LLC, including with respect to shares held by Ignition Venture Partners II, L.P. and Ignition Managing Directors Fund II, LLC. The board is comprised of Jonathan Roberts, Jon Anderson, John Connors, Robert Headley, Steve Hooper, Cameron Myhrvold, Brad Silverberg, Rich Tong and John Zagula. |
(5) | Includes 11,949,537 shares held by Ignition Venture Partners II, L.P. and 626,273 shares held by Ignition Managing Directors Fund II, LLC. Ignition GP II, LLC possesses all voting and dispositive power with respect to shares held by Ignition Venture Partners II, L.P. A board of nine managing directors controls all voting and dispositive power with respect to Ignition GP II, LLC, including with respect to shares held by Ignition Venture Partners II, L.P. and Ignition Managing Directors Fund II, LLC. The board is comprised of Jonathan Roberts, Jon Anderson, John Connors, Robert Headley, Steve Hooper, Cameron Myhrvold, Brad Silverberg, Rich Tong and John Zagula. |
(6) | Includes 13,272,263 shares held by Ignition Venture Partners II, L.P. and 695,597 shares held by Ignition Managing Directors Fund II, LLC. Ignition GP II, LLC possesses all voting and dispositive power with respect to shares held by Ignition Venture Partners II, L.P. A board of nine managing directors controls all voting and dispositive power with respect to Ignition GP II, LLC, including with respect to shares held by Ignition Venture Partners II, L.P. and Ignition Managing Directors Fund II, LLC. The board is comprised of Jonathan Roberts, Jon Anderson, John Connors, Robert Headley, Steve Hooper, Cameron Myhrvold, Brad Silverberg, Rich Tong and John Zagula. |
(7) | Includes 14,729,146 shares held by Ignition Venture Partners II, L.P. and 771,951 shares held by Ignition Managing Directors Fund II, LLC. Ignition GP II, LLC possesses all voting and dispositive power with respect to shares held by Ignition Venture Partners II, L.P. A board of nine managing directors controls all voting and dispositive power with respect to Ignition GP II, LLC, including with respect to shares held by Ignition Venture Partners II, L.P. and Ignition Managing Directors Fund II, LLC. The board is comprised of Jonathan Roberts, Jon Anderson, John Connors, Robert Headley, Steve Hooper, Cameron Myhrvold, Brad Silverberg, Rich Tong and John Zagula. |
(8) | Includes 14,915,156 shares held by Ignition Venture Partners II, L.P. and 781,700 shares held by Ignition Managing Directors Fund II, LLC. Ignition GP II, LLC possesses all voting and dispositive power with respect to shares held by Ignition Venture Partners II, L.P. A board of nine managing directors controls all voting and dispositive power with respect to Ignition GP II, LLC, including with respect to shares held by Ignition Venture Partners II, L.P. and Ignition Managing Directors Fund II, LLC. The board is comprised of Jonathan Roberts, Jon Anderson, John Connors, Robert Headley, Steve Hooper, Cameron Myhrvold, Brad Silverberg, Rich Tong and John Zagula. |
(9) | Includes 39,085 shares sold by Ignition Managing Directors Fund II, LLC and 745,758 shares sold by Ignition Venture Partners II, L.P. |
(10) | Includes 14,169,398 shares held by Ignition Venture Partners II, L.P. and 742,615 shares held by Ignition Managing Directors Fund II, LLC. Ignition GP II, LLC possesses all voting and dispositive power with respect to shares held by Ignition Venture Partners II, L.P. A board of nine managing directors controls all voting and dispositive power with respect to Ignition GP II, LLC, including with respect to shares held by Ignition Venture Partners II, L.P. and Ignition Managing Directors Fund II, LLC. The board is comprised of Jonathan Roberts, Jon Anderson, John Connors, Robert Headley, Steve Hooper, Cameron Myhrvold, Brad Silverberg, Rich Tong and John Zagula. |
(11) | The shares were held by Ignition Venture Partners II, L.P. and Ignition Managing Directors Fund II, LLC. Ignition GP II, LLC possesses all voting and dispositive power with respect to shares held by Ignition Venture Partners II, L.P. A board of nine managing directors controls all voting and dispositive power with respect to Ignition GP II, LLC, including with respect to shares held by Ignition Venture Partners II, L.P. and Ignition Managing Directors Fund II, LLC. The board is comprised of Jonathan Roberts, Jon Anderson, John Connors, Robert Headley, Steve Hooper, Cameron Myhrvold, Brad Silverberg, Rich Tong and John Zagula. |