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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) | ||
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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 | |
| Institutional Venture Management XIV, LLC 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
X | |||
| Institutional Venture Management XV, LLC 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
X | |||
| Chaffee Todd C 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
X | |||
| FOGELSONG NORMAN A C/O INSTITUTIONAL VENTURE PARTNERS 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
X | |||
| Harrick Stephen J 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
X | |||
| Maltz Jules A. 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
X | |||
| Miller J Sanford C/O INSTITUTIONAL VENTURE PARTNERS 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
X | |||
| Phelps Dennis B 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
X | |||
| Institutional Venture Management XIV, LLC, By /s/ Leslie Stolper, Authorized Signatory | 09/12/2024 | |
| **Signature of Reporting Person | Date | |
| Institutional Venture Management XV, LLC, By /s/ Leslie Stolper, Authorized Signatory | 09/12/2024 | |
| **Signature of Reporting Person | Date | |
| Todd C. Chaffee, By /s/ Christopher Esqueda, Attorney-in-Fact | 09/12/2024 | |
| **Signature of Reporting Person | Date | |
| Norman A.Fogelsong, By /s/ Christopher Esqueda, Attorney-in-Fact | 09/12/2024 | |
| **Signature of Reporting Person | Date | |
| Stephen J. Harrick, By /s/ Christopher Esqueda, Attorney-in-Fact | 09/12/2024 | |
| **Signature of Reporting Person | Date | |
| Jules A. Maltz, By /s/ Christopher Esqueda, Attorney-in-Fact | 09/12/2024 | |
| **Signature of Reporting Person | Date | |
| J. Sanford Miller, By /s/ Christopher Esqueda, Attorney-in-Fact | 09/12/2024 | |
| **Signature of Reporting Person | Date | |
| Dennis B. Phelps, Jr., By /s/ Christopher Esqueda, Attorney-in-Fact | 09/12/2024 | |
| **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 the receipt of shares from Eric Liaw that Mr. Liaw received pursuant to the Issuer's non-employee director compensation policy. Pursuant to a series of Director Compensation Assignment Agreements, Mr. Liaw has agreed to assign the beneficial interest in any equity awards granted to him for his service as director of the Issuer to Institutional Venture Management XIV, LLC ("IVM XIV") and Institutional Venture Management XV, LLC ("IVM XV"). |
| (2) | The shares are held of record or beneficially by IVM XIV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. are the managing directors of IVM XIV and may be deemed to share voting and dispositive power over the shares held by IVM XIV. Each of Messrs. Chaffee, Fogelsong, Harrick, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVM XIV except to the extent of his respective pecuniary interest therein. |
| (3) | The shares are held of record or beneficially by IVM XV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B.Phelps, Jr. are managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVM XV. Each of Messrs. Chaffee, Fogelsong, Harrick, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVP XV except to the extent of his respective pecuniary interest therein. |
| (4) | The shares are held of record or beneficially by Institutional Venture Partners XV, L.P. ("IVP XV"). IVM XV is the general partner of IVP XV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. are managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV. Each of IVM XV and Messrs. Chaffee, Fogelsong, Harrick, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVP XV except to the extent of its or his respective pecuniary interest therein. |
| (5) | The shares are held of record or beneficially by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV EF"). IVM XV is the general partner of IVP XV EF. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. are managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV EF. Each of IVM XV and Messrs. Chaffee, Fogelsong, Harrick, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVP XV except to the extent of its or his respective pecuniary interest therein. |
| (6) | The shares are held by a family trust, of which Mr. Fogelsong is the trustee. Mr. Fogelsong disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein. |
| (7) | The shares are held by a family trust, of which Mr. Harrick is the trustee. Mr. Harrick disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein. |
| (8) | The shares are held by a family trust, of which Mr. Maltz is the trustee. Mr. Maltz disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein. |
| (9) | The shares are held by a family trust, of which Mr. Miller is the trustee. Mr. Miller disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein. |
| (10) | The shares are held by a family trust, of which Mr. Phelps is the trustee. Mr. Phelps disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein. |