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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 M Participating Convertible Preferred Stock | (5) | 02/15/2005 | C | 384 | (5) | (5) | Common Stock | 11,903,286 | (5) | 0 | D (1) | ||||
Series M Participating Convertible Preferred Stock | (5) | 02/15/2005 | C | 3.3 | (5) | (5) | Common Stock | 102,294 | (5) | 0 | D (2) | ||||
Series M Participating Convertible Preferred Stock | (5) | 02/15/2005 | C | 9.3 | (5) | (5) | Common Stock | 288,283 | (5) | 0 | D (3) | ||||
Series M Participating Convertible Preferred Stock | (5) | 02/15/2005 | C | 3.4 | (5) | (5) | Common Stock | 105,394 | (5) | 0 | D (4) | ||||
Series J Participating Convertible Preferred Stock | (7) | 02/15/2005 | C | 459.8 | (7) | (7) | Common Stock | 14,252,945 | (7) | 0 | D (1) | ||||
Series J Participating Convertible Preferred Stock | (7) | 02/15/2005 | C | 3.8 | (7) | (7) | Common Stock | 117,793 | (7) | 0 | D (2) | ||||
Series J Participating Convertible Preferred Stock | (7) | 02/15/2005 | C | 11.2 | (7) | (7) | Common Stock | 347,179 | (7) | 0 | D (3) | ||||
Series J Participating Convertible Preferred Stock | (7) | 02/15/2005 | C | 4.2 | (7) | (7) | Common Stock | 130,192 | (7) | 0 | D (4) | ||||
Series I Participating Convertible Preferred Stock | (8) | 02/15/2005 | C | 344 | (8) | (8) | Common Stock | 2,132,672 | (8) | 0 | D (1) | ||||
Series I Participating Convertible Preferred Stock | (8) | 02/15/2005 | C | 3 | (8) | (8) | Common Stock | 18,599 | (8) | 0 | D (2) | ||||
Series I Participating Convertible Preferred Stock | (8) | 02/15/2005 | C | 8 | (8) | (8) | Common Stock | 49,597 | (8) | 0 | D (3) | ||||
Series I Participating Convertible Preferred Stock | (8) | 02/15/2005 | C | 3 | (8) | (8) | Common Stock | 18,599 | (8) | 0 | D (4) | ||||
Series G Participating Convertible Preferred Stock | (9) | 02/15/2005 | C | 9,601 | (9) | (9) | Common Stock | 31,854,324 | (9) | 0 | D (1) | ||||
Series G Participating Convertible Preferred Stock | (9) | 02/15/2005 | C | 82 | (9) | (9) | Common Stock | 273,439 | (9) | 0 | D (2) | ||||
Series G Participating Convertible Preferred Stock | (9) | 02/15/2005 | C | 231 | (9) | (9) | Common Stock | 776,047 | (9) | 0 | D (3) | ||||
Series G Participating Convertible Preferred Stock | (9) | 02/15/2005 | C | 86 | (9) | (9) | Common Stock | 295,854 | (9) | 0 | D (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MARGALIT EREL N 41 MADISON AVENUE 25TH FLOOR NEW YORK, NY 10010 |
DIRECTOR & 10% OWNER | |||
JERUSALEM VENTURE PARTNERS IV LP 41 MADISON AVENUE 25TH FLOOR NEW YORK, NY 10010 |
X | |||
JERUSALEM VENTURE PARTNERS IV A LP 41 MADISON AVENUE 25TH FLOOR NEW YORK, NY 10010 |
X | |||
JERUSALEM VENTURE PARTNERS ENTREPRENEURS FUND IV LP 41 MADISON AVENUE 25TH FLOOR NEW YORK, NY 10010 |
X | |||
JERUSALEM VENTURE PARTNERS IV ISRAEL LP JERUSALEM TECHNOLOGY PARK BUILDING 1 MALHA, JERUSALEM, L3 91487 |
X | |||
JERUSALEM PARTNERS IV LP 41 MADISON AVENUE 25TH FLOOR NEW YORK, NY 10010 |
X | |||
JERUSALEM PARTNERS IV - VENTURE CAPITAL LP JERUSALEM TECHNOLOGY PARK BUILDING 1 MALHA, JERUSALEM, L3 91487 |
X | |||
JVP CORP IV C/O ALEXANDRIA BANCORP LTD. P.O. BOX 2428 GT, GRAND CAYMAN, E9 |
X |
Jerusalem Venture Partners IV, L.P., by Jerusalem Partners IV, L.P., its general partner, by JVP Corp. IV, its general partner, by Erel Margalit, its officer | 02/15/2005 | |
**Signature of Reporting Person | Date | |
Jerusalem Venture Partners IV-A, L.P., by Jerusalem Partners IV, L.P., its general partner, by JVP Corp. IV, its general partner, by Erel Margalit, its officer | 02/15/2005 | |
**Signature of Reporting Person | Date | |
Jerusalem Venture Partners Entrepreneurs Fund IV, L.P., by Jerusalem Partners IV, L.P., its general partner, by JVP Corp. IV, its general partner, by Erel Margalit, its officer | 02/15/2005 | |
**Signature of Reporting Person | Date | |
Jerusalem Venture Partners IV (Israel), L.P., by Jerusalem Partners IV-Venture Capital, L.P., its general partner, by JVP Corp. IV, its general partner, by Erel Margalit, its officer | 02/15/2005 | |
**Signature of Reporting Person | Date | |
Jerusalem Partners IV-Venture Capital, L.P., by JVP Corp. IV, its general partner, by Erel Margalit, its officer | 02/15/2005 | |
**Signature of Reporting Person | Date | |
Jerusalem Partners IV, L.P., by JVP Corp. IV, its general partner, by Erel Margalit, its officer | 02/15/2005 | |
**Signature of Reporting Person | Date | |
JVP Corp. IV, by Erel Margalit, its officer | 02/15/2005 | |
**Signature of Reporting Person | Date | |
Erel Margalit | 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) | Shares are directly owned by Jerusalem Venture Partners IV, L.P. Erel N. Margalit, the Designated Filer, is a director of the Issuer and an officer of JVP Corp. IV (the general partner of Jeusalme Partners IV, L.P., which serves as the general partner to Jerusalem Venture Partners IV, L.P.), and may be deemed the indirect beneficial owner of the reported shares of such entity but disclaims beneficial ownership in the shares held by the other joint filers, except to the extent of his pecuniary interest therein. |
(2) | Shares are directly owned by Jerusalem Venture Partners IV-A, L.P. Erel N. Margalit, the Designated Filer, is a director of the Issuer and an officer of JVP Corp. IV (the general partner of Jeusalme Partners IV, L.P., which serves as the general partner to Jerusalem Venture Partners IV-A, L.P.), and may be deemed the indirect beneficial owner of the reported shares of such entity but disclaims beneficial ownership in the shares held by the other joint filers, except to the extent of his pecuniary interest therein. |
(3) | Shares are directly owned by Jerusalem Venture Partners IV (Israel), L.P. Erel N. Margalit, the Designated Filer, is a director of the Issuer and an officer of JVP Corp. IV (the general partner of Jeusalme Partners IV-Venture Capital, L.P., which serves as the general partner to Jerusalem Venture Partners IV (Israel), L.P.), and may be deemed the indirect beneficial owner of the reported shares of such entity but disclaims beneficial ownership in the shares held by the other joint filers, except to the extent of his pecuniary interest therein. |
(4) | Shares are directly owned by Jerusalem Venture Partners Entrepreneurs Fund IV, L.P. Erel N. Margalit, the Designated Filer, is a director of the Issuer and an officer of JVP Corp. IV (the general partner of Jeusalme Partners IV, L.P., which serves as the general partner to Jerusalem Venture Partners Entrepreneurs Fund IV, L.P.), and may be deemed the indirect beneficial owner of the reported shares of such entity but disclaims beneficial ownership in the shares held by the other joint filers, except to the extent of his pecuniary interest therein. |
(5) | Series M Participating Convertible Preferred Stock converted into the number of shares of Common Stock indicated in colum 7. |
(6) | Converted into Common Stock pursuant to the Conversion and Lock-Up Agreement. |
(7) | Series J Participating Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. |
(8) | Series I Participating Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. |
(9) | Series G Participating Convertible Preferred Stock converted into the number of shares of Common Stock indicated in column 7. |
Remarks: Erel N. Margalit, the Designated Filer, is a director of the issuer and an officer of JVP Corp. IV. JVP Corp IV serves as the general partner to Jerusalem Partners IV, L.P. and Jerusalem Partners IV-Venture Capital, L.P. Jerusalem Partners IV, L.P. serves as the general partner to Jerusalem Venture Partners IV, L.P., Jerusalem Venture Partners IV-A, L.P. and Jerusalem Venture Partners Entrepreneurs Fund IV, L.P. Jerusalem Partners IV-Venture Capital, L.P. serves as the general partner to Jerusalem Venture Partners IV (Israel), 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. |