|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (1) | 04/02/2014 | C | 2,168,410 | (1) | (1) | Common Stock | 2,168,410 | $ 0 | 0 | D (3) | ||||
Series A Preferred Stock | (1) | 04/02/2014 | C | 476,231 | (1) | (1) | Common Stock | 476,231 | $ 0 | 0 | D (5) | ||||
Series A Preferred Stock | (1) | 04/02/2014 | C | 238,115 | (1) | (1) | Common Stock | 238,115 | $ 0 | 0 | D (7) | ||||
Series B Preferred Stock | (2) | 04/02/2014 | C | 1,176,862 | (2) | (2) | Common Stock | 1,321,380 | $ 0 | 0 | D (3) | ||||
Series B Preferred Stock | (4) | 04/02/2014 | C | 258,465 | (4) | (4) | Common Stock | 290,204 | $ 0 | 0 | D (5) | ||||
Series B Preferred Stock | (6) | 04/02/2014 | C | 129,232 | (6) | (6) | Common Stock | 145,101 | $ 0 | 0 | D (7) | ||||
Series C Preferred Stock | (1) | 04/02/2014 | C | 2,066,353 | (1) | (1) | Common Stock | 2,066,353 | $ 0 | 0 | D (3) | ||||
Series C Preferred Stock | (1) | 04/02/2014 | C | 453,817 | (1) | (1) | Common Stock | 453,817 | $ 0 | 0 | D (5) | ||||
Series C Preferred Stock | (1) | 04/02/2014 | C | 226,908 | (1) | (1) | Common Stock | 226,908 | $ 0 | 0 | D (7) | ||||
Series D Preferred Stock | (1) | 04/02/2014 | C | 338,143 | (1) | (1) | Common Stock | 338,143 | $ 0 | 0 | D (3) | ||||
Series D Preferred Stock | (1) | 04/02/2014 | C | 74,264 | (1) | (1) | Common Stock | 74,264 | $ 0 | 0 | D (5) | ||||
Series D Preferred Stock | (1) | 04/02/2014 | C | 37,132 | (1) | (1) | Common Stock | 37,132 | $ 0 | 0 | D (7) | ||||
Series E Preferred Stock | (1) | 04/02/2014 | C | 34,093 | (1) | (1) | Common Stock | 34,093 | $ 0 | 0 | D (3) | ||||
Series E Preferred Stock | (1) | 04/02/2014 | C | 7,487 | (1) | (1) | Common Stock | 7,487 | $ 0 | 0 | D (5) | ||||
Series E Preferred Stock | (1) | 04/02/2014 | C | 3,744 | (1) | (1) | Common Stock | 3,744 | $ 0 | 0 | D (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Northern Light Venture Capital, Ltd. SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3 |
X | |||
Northern Light Partners, L.P. SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3 |
X | |||
NORTHERN LIGHT VENTURE FUND L P SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3 |
X | |||
NORTHERN LIGHT STRATEGIC FUND L P SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3 |
X | |||
Northern Light Partners Fund, L.P. SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3 |
X | |||
Lee Jeffrey SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3 |
X | |||
DENG FENG SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3 |
X | |||
KE YAN SUITE 1701, HUTCHISON HOUSE 10 HARCOURT ROAD, CENTRAL HONG KONG, K3 |
X |
/s/ Jeffrey D. Lee, as director of Northern Light Venture Capital, Ltd. | 04/03/2014 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey D. Lee, as director of Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P. | 04/03/2014 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey D. Lee, as director of Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P. the general partner of Northern Light Venture Fund, L.P. | 04/03/2014 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey D. Lee, as director of Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P. the general partner of Northern Light Strategic Fund, L.P. | 04/03/2014 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey D. Lee, as director of Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P. the general partner of Northern Light Partners Fund, L.P. | 04/03/2014 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey D. Lee | 04/03/2014 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey D. Lee, by power of Attorney for Feng Deng | 04/03/2014 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey D. Lee, by power of Attorney for Yan Ke | 04/03/2014 | |
**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 Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock automatically converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date. |
(2) | 1,176,862 shares of Series B Preferred Stock automatically converted into 1,321,380 shares of Common Stock, on a 1.1228-for-one basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date. |
(3) | Shares held directly by Northern Light Venture Fund, L.P. ("NLVF"). Northern Light Partners, L.P., the general partner of NLVF, and Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P., may each be deemed to have sole voting and dispositive power over the shares held by NLVF. Feng Deng, Jeffrey D. Lee and Yan Ke are the directors of Northern Light Venture Capital, Ltd. and may be deemed to share voting and dispositive power over the shares held by NLVF. Such persons and entities disclaim beneficial ownership of shares held by NLVF, except to the extent of any pecuniary interest therein. |
(4) | 258,465 shares of Series B Preferred Stock automatically converted into 290,204 shares of Common Stock, on a 1.1228-for-one basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date. |
(5) | Shares held directly by Northern Light Strategic Fund, L.P. ("NLSF"). Northern Light Partners, L.P., the general partner of NLSF, and Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P., may each be deemed to have sole voting and dispositive power over the shares held by NLSF. Feng Deng, Jeffrey D. Lee and Yan Ke are the directors of Northern Light Venture Capital, Ltd. and may be deemed to share voting and dispositive power over the shares held by NLSF. Such persons and entities disclaim beneficial ownership of shares held by NLSF, except to the extent of any pecuniary interest therein. |
(6) | 129,232 shares of Series B Preferred Stock automatically converted into 145,101 shares of Common Stock, on a 1.1228-for-one basis immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date. |
(7) | Shares held directly by Northern Light Partners Fund, L.P. ("NLPF"). Northern Light Partners, L.P., the general partner of NLPF, and Northern Light Venture Capital, Ltd., the general partner of Northern Light Partners, L.P., may each be deemed to have sole voting and dispositive power over the shares held by NLPF. Feng Deng, Jeffrey D. Lee and Yan Ke are the directors of Northern Light Venture Capital, Ltd. and may be deemed to share voting and dispositive power over the shares held by NLPF. Such persons and entities disclaim beneficial ownership of shares held by NLPF, except to the extent of any pecuniary interest therein. |