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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 | ||||||||
Series A-2 Preferred Stock | (2) | 06/12/2017 | C | 247,379 | (2) | (2) | Common Stock | 177,011 | (3) | 0 | I | By Claremont Creek Ventures, L.P. (1) | |||
Series B-1 Preferred Stock | (4) | 06/12/2017 | C | 192,539 | (4) | (4) | Common Stock | 192,539 | (3) | 0 | I | By Claremont Creek Ventures, L.P. (1) | |||
Series A-2 Preferred Stock | (2) | 06/12/2017 | C | 8,310 | (2) | (2) | Common Stock | 5,946 | (3) | 0 | I | By Claremont Creek Partners Fund, L.P. (1) | |||
Series B-1 Preferred Stock | (4) | 06/12/2017 | C | 6,467 | (4) | (4) | Common Stock | 6,467 | (3) | 0 | I | By Claremont Creek Partners Fund, L.P. (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CLAREMONT CREEK VENTURES L P 300 FRANK H. OGAWA PLAZA #350 OAKLAND, CA 94612 |
X | |||
Claremont Creek Partners fund L P 300 FRANK H. OGAWA PLAZA #350 OAKLAND, CA 94612 |
X | |||
Claremont Creek Partners, LLC 300 FRANK H. OGAWA PLAZA #350 OAKLAND, CA 94612 |
X | |||
GOLDHABER NATHANIEL C/O CLAREMONT CREEK VENTURES 300 FRANK H. OGAWA PLAZA #350 OAKLAND, CA 94612 |
X | |||
Hawks Randall C/O CLAREMONT CREEK VENTURES 300 FRANK H OGAWA PLAZA #350 OAKLAND, CA 94612 |
X | X |
by /s/ Randall Hawks, Jr., Managing Member of General Partner | 06/12/2017 | |
**Signature of Reporting Person | Date | |
/s/ Randall Hawks, Jr., Managing Member of General Partner | 06/12/2017 | |
**Signature of Reporting Person | Date | |
/s/ Randall Hawks, Jr., Managing Member | 06/12/2017 | |
**Signature of Reporting Person | Date | |
/s/ Nathaniel Goldhaber | 06/12/2017 | |
**Signature of Reporting Person | Date | |
/s/ Randall Hawks, Jr. | 06/12/2017 | |
**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) | Claremont Creek Partners, LLC ("CCP") is the general partner of Claremont Creek Ventures, L.P. ("CCV") and Claremont Creek Partners Fund, L.P. ("CCPF"). Nat Goldhaber and Randall Hawks, Jr. are managing members of CCPP. As a result, each may be deemed to share beneficial ownership of the shares held by CCV and CCF. Each managing member disclaims beneficial ownership of these 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 purpose. |
(2) | Each share of Series A-2 Preferred stock automatically converted into 0.715548 shares of Common Stock upon the closing of the Issuer's initial public offering of Common Stock and has no expiration date. |
(3) | Inapplicable. |
(4) | Each share of Series B-1 Preferred stock automatically converted into 1 share of Common Stock upon the closing of the Issuer's initial public offering of Common Stock and has no expiration date. |