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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 | ||||||||
| Stock Option (Right to Buy) | $ 9 | 06/24/2009 | M | 5,000 | (6) | 02/13/2018 | Common Stock | 5,000 | $ 0 | 6,250 | D | ||||
| Stock Option (Right to Buy) | $ 8.3 | 06/24/2009 | M | 6,916 | (7) | 09/24/2018 | Common Stock | 6,916 | $ 0 | 3,459 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCHLEIN TED C/O ARCSIGHT, INC. 5 RESULTS WAY CUPERTINO, CA 95014 |
X | |||
| /s/ Tram T. Phi as attorney-in-fact for Ted Schlein | 06/28/2010 | |
| **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) | KPCB Holdings, Inc. ("KPCB Holdings"), as nominee for the account of entities affiliated with Kleiner Perkins Caufield & Byers ("KPCB") and others, made a pro rata distribution for no consideration of an aggregate of 1,176,056 shares of common stock of the issuer to its partners on June 23, 2009. |
| (2) | Represents 8,911 shares distributed to the Schlein Family Trust Dtd 4/20/99; 330 shares distributed to Mr. Schlein's sister; and 66 shares to Mr. Schlein's father-in-law, in a pro rata distribution by KPCB Holdings. |
| (3) | 76,924 shares held by the Schlein Family Trust Dtd 4/20/99; 330 shares held by Mr. Schlein's sister; and 66 shares held by Mr. Schlein's father-in-law. Includes 1,828,532 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-A, L.P.; 56,450 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-B, L.P.; 1,609,550 shares beneficially owned by Kleiner Perkins Caufield & Byers X-A, L.P.; and 45,396 shares beneficially owned by Kleiner Perkins Caufield & Byers X-B, L.P. Excludes fractional share interests and 1,117,885 shares held by other entities affiliated with KPCB as to which Mr. Schlein does not have voting or dispositive power. Shares are held for convenience in the name of KPCB Holdings, as nominee for the account of entities affiliated with KPCB and others. Mr. Schlein disclaims beneficial ownership of any of the shares held by the above entities, except to the extent of his pecuniary interest therein. |
| (4) | 5,000 shares held by Mr. Schlein; 76,924 shares held by the Schlein Family Trust Dtd 4/20/99; 330 shares held by Mr. Schlein's sister; and 66 shares held by Mr. Schlein's father-in-law. Includes 1,828,532 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-A, L.P.; 56,450 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-B, L.P.; 1,609,550 shares beneficially owned by Kleiner Perkins Caufield & Byers X-A, L.P.; and 45,396 shares beneficially owned by Kleiner Perkins Caufield & Byers X-B, L.P. Excludes fractional share interests and 1,117,885 shares held by other entities affiliated with KPCB as to which Mr. Schlein does not have voting or dispositive power. Shares are held for convenience in the name of KPCB Holdings, as nominee for the account of entities affiliated with KPCB and others. Mr. Schlein disclaims beneficial ownership of any of the shares held by the above entities, except to the extent of his pecuniary interest therein. |
| (5) | 11,916 shares held by Mr. Schlein; 76,924 shares held by the Schlein Family Trust Dtd 4/20/99; 330 shares held by Mr. Schlein's sister; and 66 shares held by Mr. Schlein's father-in-law. Includes 1,828,532 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-A, L.P.; 56,450 shares beneficially owned by Kleiner Perkins Caufield & Byers IX-B, L.P.; 1,609,550 shares beneficially owned by Kleiner Perkins Caufield & Byers X-A, L.P.; and 45,396 shares beneficially owned by Kleiner Perkins Caufield & Byers X-B, L.P. Excludes fractional share interests and 1,117,885 shares held by other entities affiliated with KPCB as to which Mr. Schlein does not have voting or dispositive power. Shares are held for convenience in the name of KPCB Holdings, as nominee for the account of entities affiliated with KPCB and others. Mr. Schlein disclaims beneficial ownership of any of the shares held by the above entities, except to the extent of his pecuniary interest therein. |
| (6) | The option vested and became exercisable as to 1/36th of the shares on March 14, 2008 and vests and becomes exercisable as to 1/36th of the shares at the end of each full month thereafter; provided that such vesting is subject to acceleration upon a corporate transaction. |
| (7) | The option vested and became exercisable as to 1/12th of the shares on October 25, 2008 and vests and becomes exercisable as to 1/12th of the shares at the end of each full month thereafter; provided that such vesting is subject to acceleration upon a corporate transaction. |
| Remarks: Amends and restates in its entirety the Form 4 filed June 25, 2009 to amend the amounts provided in columns 4 and 5 of Table I and footnotes 1, 2, 3, 4 and 5. Due to a ministerial error, the prior filing had included 11,603 shares as having been acquired on 6/23/2009. In fact, those shares were previously beneficially owned by Mr. Schlein under another name (having been previously included in the total shares reported as beneficially owned by him) and were simply transferred into his name on such date. | |