1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series A-1 Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
409,274
|
$
(1)
|
I
|
See Note 2
(2)
|
Series A-2 Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
416,171
|
$
(1)
|
I
|
See Note 2
(2)
|
Series B Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
900,803
|
$
(1)
|
I
|
See Note 2
(2)
|
5% Convertible Notes due 2012
|
Â
(3)
|
05/25/2012 |
Common Stock
|
377,124
|
$
(3)
|
I
|
See Note 4
(4)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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 shares of Preferred Stock have no expiration date or conversion price and will automatically convert into shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-1 basis. |
(2) |
The Reporting Person is a director of NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13, L.P., ("NEA Partners 13"), the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Reporting Person has no pecuniary interest. |
(3) |
The outstanding principal and accrued and unpaid interest on these Convertible Notes shall automatically be converted into shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering at the Issuer's initial public offering price per share. |
(4) |
The Reporting Person is a director of NEA 13 LTD, the sole general partner of NEA Partners 13, the sole general partner of NEA 13, which is the holder of the Convertible Notes. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the Convertible Notes in which the Reporting Person has no pecuniary interest. |