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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 | |
Reynolds Barry D. C/O HOUSATONIC PARTNERS ONE POST STREET, SUITE 2600 SAN FRANCISCO, CA 94104 |
X |
/s/ Patricia A. Elias, by power of attorney | 05/18/2018 | |
**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) | The reported shares are represented by restricted stock units or RSUs. All of the RSUs vest on May 16, 2019. |
(2) | Pursuant to the policies of Housatonic Partners, the Reporting Person is deemed to hold the reported securities for the benefit of Housatonic Equity Investors IV, L.P. ("HEI IV"), Housatonic Equity Affiliates IV, L.P. ("HEA IV") and Housatonic Micro Fund SBIC, L.P. ("HMF SBIC"). Accordingly, HEI IV, HEA IV and HMF SBIC may be deemed the indirect beneficial owners of the securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein. |
(3) | Represents the transfer of shares received by the Reporting Person upon the vesting and settlement of RSUs granted to the Reporting Person for service on the issuer's board of directors on May 16, 2018, for no additional consideration, as follows: 14,381 shares to HEI IV, 663 shares to HEA IV, and 20,207 shares to HMF SBIC. Pursuant to the policies of Housatonic Partners, the Reporting Person was deemed to hold these securities for the benefit of HEI IV, HEA IV and HMF SBIC. |
(4) | The securities are owned by HMF SBIC. The Reporting Person is Manager of Housatonic Micro Partners SBIC, L.L.C. which serves as the general partner of HMF SBIC. As such, the Reporting Person may be deemed to have indirect beneficial ownership of the shares held by HMF SBIC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein. |
(5) | The securities are owned by HEI IV. The Reporting Person is a Manager of Housatonic Equity Partners IV, L.L.C. ("HEP IV") which serves as the general partner of HEI IV. As such, the Reporting Person may be deemed to have indirect beneficial ownership of the shares held by HEI IV. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his proportionate pecuniary interest therein. |
(6) | The securities are owned by HEA IV. The Reporting Person is a Manager of HEP IV which serves as the general partner of HEA IV. As such, the Reporting Person may be deemed to have indirect beneficial ownership of the shares held by HEA IV. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein. |