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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 | ||||||||
| Series G Participating Convertible Preferred Stock | (1) | 02/15/2005 | C | 5,883 | (1) | (1) | Common Stock | 33,879,063 | (1) | 0 | D (2) | ||||
| Series G Participating Convertible Preferred Stock | (1) | 02/15/2005 | C | 1,450 | (1) | (1) | Common Stock | 8,350,270 | (1) | 0 | D (3) | ||||
| Series G Participating Convertible Preferred Stock | (1) | 02/15/2005 | C | 130 | (1) | (1) | Common Stock | 748,645 | (1) | 0 | D (4) | ||||
| Series G Participating Convertible Preferred Stock | (1) | 02/15/2005 | C | 330 | (1) | (1) | Common Stock | 1,900,406 | (1) | 0 | D (5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WEI JAMES C/O WORLDVIEW TECHNOLOGY PARTNERS 435 TASSO ST., SUITE 120 PALO ALTO, CA 94301 |
X | |||
| WEINGARTEN TIM 435 TASSO STREET SUITE 120 PALO ALTO, CA 94301 |
Director and 10% Owner | |||
| WORLDVIEW TECHNOLOGY PARTNERS III LP 435 TASSO ST., STE. 120 PALO ALTO, CA 94301 |
X | |||
| James Wei | 02/15/2005 | |
| **Signature of Reporting Person | Date | |
| Tim Weingarten | 02/15/2005 | |
| **Signature of Reporting Person | Date | |
| Worldview Technology Partners III, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member | 02/15/2005 | |
| **Signature of Reporting Person | Date | |
| Worldview Technology International III, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member | 02/15/2005 | |
| **Signature of Reporting Person | Date | |
| Worldview Strategic Partners III, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member | 02/15/2005 | |
| **Signature of Reporting Person | Date | |
| Worldview Equity I, L.L.C., by James Wei, a Managing Member | 02/15/2005 | |
| **Signature of Reporting Person | Date | |
| Worldview Capital III, L.P., by Worldview Equity I, L.L.C., by James Wei, a Managing Member | 02/15/2005 | |
| **Signature of Reporting Person | Date | |
| Worldview III Carrier Fund, L.P., by Worldview Capital III, L.P., its general partner, by Worldview Equity I, L.L.C., by James Wei, a Managing Member | 02/15/2005 | |
| **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) | Series G Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. |
| (2) | Shares are directly owned by Worldview Technology Partners III, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P.(the general partner of Worldview Technology Partners III, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein |
| (3) | Shares are directly owned by Worldview Technology International III, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P.(the general partner of Worldview Technology International III, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein. |
| (4) | Shares are directly owned by Worldview Strategic Partners III, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P.(the general partner of Worldview Strategic Partners III, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein. |
| (5) | Shares are directly owned by Worldview III Carrier Fund, L.P. James Wei, the Designated Filer, is a managing member of Worldview Equity I, L.L.C., and Tim Weingarten, a director of the issuer, has certain voting rights in Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P.(the general partner of Worldview III Carrier Fund, L.P.). Wei and Weingarten may be deemed to be indirect beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by the joint filers, except to the extent of any pecuniary interest therein. |
| (6) | Converted into Common Stock pursuant to the Conversion and Lock-Up Letter Agreement. |
| Remarks: James Wei, the Designated Filer, is a Managing Member of Worldview Equity I, L.L.C., which is the general partner of Worldview Capital III, L.P. Tim Weingarten is a director of the Issuer and has certain voting rights in Worldview Equity I, L.L.C. Worldview Capital III, L.P. is the general partner of Worldview Technology Partners III, L.P., Worldview Technology International III, L.P.,Worldview Strategic Partners III, L.P. and Worldview III Carrier Fund, L.P. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such reporting person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any securities for purposes of Section 16 or for any other purpose. | |