Scheudle 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
(CUSIP Number)
Hany M. Nada
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
(650) 475-2150
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1 |
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NAMES OF REPORTING PERSONS
Granite Global Ventures II L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ(1) |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware, United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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2,480,000 shares of Common Stock (2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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2,480,000 shares of Common Stock (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,480,000 shares of Common Stock (2) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.5%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
(1) This Amendment No. 3 to the statement on
Schedule 13D is being filed by Granite Global Ventures II L.P., GGV II Entrepreneurs Fund L.P.,
Granite Global Ventures II L.L.C., Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman,
Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas K. Ng and Ms. Jenny Lee (collectively, the Reporting
Persons). These Reporting Persons expressly disclaim status as a group for purposes of this
Schedule 13D.
(2) Includes (i) 2,431,640 shares of Common Stock held by
Granite Global Ventures II L.P. and (ii) 48,360 shares of Common Stock held by GGV II Entrepreneurs Fund L.P.
Granite Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. and possesses sole power to direct the voting and disposition of the shares owned by
Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect
beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A.
Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and
Ms. Jenny Lee are members of the investment committee of Granite Global Ventures II L.L.C. and share voting and
dispositive power over the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
These individuals disclaim beneficial ownership of the shares
beneficially owned by the above entities except to the extent of their pecuniary interests therein.
(3) This percentage is calculated based upon 54,870,646 shares
deemed to be outstanding, which includes (a) 53,870,646 shares reported to be outstanding as reported in the
Issuers Form 10-Q filed with the Securities and Exchange Commission on May 3, 2011 and (b) 1,000,000
shares issued to Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. upon the exercise of
certain warrants to purchase shares of common stock of the Issuer as reported herein.
2
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1 |
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NAMES OF REPORTING PERSONS
GGV II Entrepreneurs Fund L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ(1) |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware, United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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2,480,000 shares of Common Stock (2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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2,480,000 shares of Common Stock (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,480,000 shares of Common Stock (2) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.5%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
(1) This Amendment No. 3 to the statement on Schedule 13D is being filed by
the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes of this
Schedule 13D.
(2) Includes (i) 2,431,640 shares of Common Stock held by Granite Global
Ventures II L.P. and (ii) 48,360 shares of Common Stock held by GGV II Entrepreneurs Fund L.P. Granite Global Ventures
II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and possesses
sole power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock,
Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee
are members of the investment committee of Granite Global Ventures II L.L.C. and share voting and dispositive power over the
shares held by Granite Global
Ventures II L.P. and GGV II Entrepreneurs Fund L.P. These individuals disclaim beneficial ownership of the shares beneficially
owned by the above entities except to the extent of their pecuniary interests therein.
(3) This percentage is calculated based upon 54,870,646 shares
deemed to be outstanding, which includes (a) 53,870,646 shares reported to be outstanding as reported in the
Issuers Form 10-Q filed with the Securities and Exchange Commission on May 3, 2011 and (b) 1,000,000 shares
issued to Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. upon the exercise of certain warrants
to purchase shares of common stock of the Issuer as reported herein.
3
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1 |
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NAMES OF REPORTING PERSONS
Granite Global Ventures II L.L.C. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ(1) |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware, United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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2,480,000 shares of Common Stock (2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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2,480,000 shares of Common Stock (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
2,480,000 shares of Common Stock (2) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.5%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
(1) This Amendment No. 3 to the statement on Schedule 13D is
being filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group
for purposes of this Schedule 13D.
(2) Includes (i) 2,431,640 shares of Common Stock held by
Granite Global Ventures II L.P. and (ii) 48,360 shares of Common Stock held by GGV II Entrepreneurs Fund L.P.
Granite Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. and possesses sole power to direct the voting and disposition of the shares owned by Granite
Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock,
Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and
Ms. Jenny Lee are members of the investment committee of Granite Global Ventures II L.L.C. and share voting and
dispositive power over the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
These individuals disclaim beneficial ownership of the shares
beneficially owned by the above entities except to the extent of their pecuniary interests therein.
(3) This percentage is calculated based upon 54,870,646 shares
deemed to be outstanding, which includes (a) 53,870,646 shares reported to be outstanding as reported in the
Issuers Form 10-Q filed with the Securities and Exchange Commission on May 3, 2011 and (b) 1,000,000 shares
issued to Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. upon the exercise of certain warrants
to purchase shares of common stock of the Issuer as reported herein.
4
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1 |
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NAMES OF REPORTING PERSONS
Ray A. Rothrock |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ(1) |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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2,480,000 shares of Common Stock (2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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2,480,000 shares of Common Stock (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
2,480,000 shares of Common Stock (2) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.5%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
(1) This Amendment No. 3 to the statement on Schedule 13D is
being filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group
for purposes of this Schedule 13D.
(2) Includes (i) 2,431,640 shares of Common Stock held by Granite
Global Ventures II L.P. and (ii) 48,360 shares of Common Stock held by GGV II Entrepreneurs Fund L.P. Granite
Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. and possesses sole power to direct the voting and disposition of the shares owned by Granite
Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs.
Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas,
K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite Global Ventures II L.L.C. and
share voting and dispositive power over the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. These individuals disclaim beneficial ownership of the shares
beneficially owned by the above entities except to the extent of their pecuniary interests therein.
(3) This percentage is calculated based upon 54,870,646 shares
deemed to be outstanding, which includes (a) 53,870,646 shares reported to be outstanding as reported in the
Issuers Form 10-Q filed with the Securities and Exchange Commission on May 3, 2011 and (b) 1,000,000 shares
issued to Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. upon the exercise of certain warrants
to purchase shares of common stock of the Issuer as reported herein.
5
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1 |
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NAMES OF REPORTING PERSONS
Anthony Sun |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ(1) |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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2,480,000 shares of Common Stock (2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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|
2,480,000 shares of Common Stock (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
2,480,000 shares of Common Stock (2) |
|
|
|
12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
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|
o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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|
4.5%(3) |
|
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|
14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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|
IN |
(1) This Amendment No. 3 to the statement on
Schedule 13D is being filed by the Reporting Persons. These Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13D.
(2) Includes (i) 2,431,640 shares of Common Stock held by
Granite Global Ventures II L.P. and (ii) 48,360 shares of Common Stock held by GGV II Entrepreneurs Fund L.P.
Granite Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. and possesses sole power to direct the voting and disposition of the shares owned by Granite
Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun,
Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of
the investment committee of Granite Global Ventures II L.L.C. and share voting and dispositive power over the shares held
by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. These individuals disclaim beneficial ownership of the shares beneficially
owned by the above entities except to the extent of their pecuniary interests therein.
(3) This percentage is calculated based upon 54,870,646 shares
deemed to be outstanding, which includes (a) 53,870,646 shares reported to be outstanding as reported in the
Issuers Form 10-Q filed with the Securities and Exchange Commission on May 3, 2011 and (b) 1,000,000 shares
issued to Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. upon the exercise of certain warrants to
purchase shares of common stock of the Issuer as reported herein.
6
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1 |
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NAMES OF REPORTING PERSONS
Scott B. Bonham |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ(1) |
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3 |
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SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
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|
o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Canada
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7 |
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SOLE VOTING POWER |
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|
NUMBER OF |
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|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
2,480,000 shares of Common Stock (2) |
|
|
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EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
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|
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|
|
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WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
2,480,000 shares of Common Stock (2) |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
2,480,000 shares of Common Stock (2) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
4.5%(3) |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
(1) This Amendment No. 3 to the statement on Schedule 13D is
being filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for
purposes of this Schedule 13D.
(2) Includes (i) 2,431,640 shares of Common Stock held by Granite Global
Ventures II L.P. and (ii) 48,360 shares of Common Stock held by GGV II Entrepreneurs Fund L.P. Granite Global Ventures
II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and possesses
sole power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun,
Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of
the investment committee of Granite Global Ventures II L.L.C. and share voting and dispositive power over the shares held
by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. These individuals disclaim beneficial ownership of the shares beneficially
owned by the above entities except to the extent of their pecuniary interests therein.
(3) This percentage is calculated based upon 54,870,646 shares
deemed to be outstanding, which includes (a) 53,870,646 shares reported to be outstanding as reported in the Issuers
Form 10-Q filed with the Securities and Exchange Commission on May 3, 2011 and (b) 1,000,000 shares issued to Granite
Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. upon the exercise of certain warrants to purchase shares of
common stock of the Issuer as reported herein.
7
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Joel D. Kellman |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ(1) |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
WC |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States of America
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
|
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
2,480,000 shares of Common Stock (2) |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
|
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
2,480,000 shares of Common Stock (2) |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
2,480,000 shares of Common Stock (2) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
4.5%(3) |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
(1) This Amendment No. 3 to the statement on Schedule 13D is being
filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes
of this Schedule 13D.
(2) Includes (i) 2,431,640 shares of Common Stock held by Granite Global
Ventures II L.P. and (ii) 48,360 shares of Common Stock held by GGV II Entrepreneurs Fund L.P. Granite Global
Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and
possesses sole power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P. and GGV
II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony
Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are
members of the investment committee of Granite Global Ventures II L.L.C. and share voting and dispositive power over the
shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. These individuals disclaim beneficial ownership of the shares beneficially
owned by the above entities except to the extent of their pecuniary interests therein.
(3) This percentage is calculated based upon 54,870,646 shares deemed to
be outstanding, which includes (a) 53,870,646 shares reported to be outstanding as reported in the Issuers
Form 10-Q filed with the Securities and Exchange Commission on May 3, 2011 and (b) 1,000,000 shares issued to Granite
Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. upon the exercise of certain warrants to purchase shares of
common stock of the Issuer as reported herein.
8
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Jixun Foo |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ(1) |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
WC |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Singapore
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
|
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
2,480,000 shares of Common Stock (2) |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
|
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
2,480,000 shares of Common Stock (2) |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
2,480,000 shares of Common Stock (2) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
4.5%(3) |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
(1) This Amendment No. 3 to the statement on Schedule 13D is
being filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group
for purposes of this Schedule 13D.
(2) Includes (i) 2,431,640 shares of Common Stock held by Granite
Global Ventures II L.P. and (ii) 48,360 shares of Common Stock held by GGV II Entrepreneurs Fund L.P. Granite Global
Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
and possesses sole power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P.
and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony
Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are
members of the investment committee of Granite Global Ventures II L.L.C. and share voting and dispositive power over
the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. These individuals disclaim beneficial ownership of the shares
beneficially owned by the above entities except to the extent of their pecuniary interests therein.
(3) This percentage is calculated based upon 54,870,646 shares
deemed to be outstanding, which includes (a) 53,870,646 shares reported to be outstanding as reported in the
Issuers Form 10-Q filed with the Securities and Exchange Commission on May 3, 2011 and (b) 1,000,000 shares
issued to Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. upon the exercise of certain warrants
to purchase shares of common stock of the Issuer as reported herein.
9
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Glenn Solomon |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ(1) |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
WC |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States of America
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
|
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
2,480,000 shares of Common Stock (2) |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
|
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
2,480,000 shares of Common Stock (2) |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
2,480,000 shares of Common Stock (2) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
4.5%(3) |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
(1) This Amendment No. 3 to the statement on Schedule 13D is being filed by
the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes of this
Schedule 13D.
(2) Includes (i) 2,431,640 shares of Common Stock held by Granite Global
Ventures II L.P. and (ii) 48,360 shares of Common Stock held by GGV II Entrepreneurs Fund L.P. Granite Global Ventures
II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and
possesses sole power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P.
and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by
Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer directly. Messrs.
Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas,
K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite Global Ventures II L.L.C. and share
voting and dispositive power over the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. These individuals disclaim beneficial ownership of the shares beneficially owned by the above entities
except to the extent of their pecuniary interests therein.
(3) This percentage is calculated based upon 54,870,646 shares deemed
to be outstanding, which includes (a) 53,870,646 shares reported to be outstanding as reported in the Issuers
Form 10-Q filed with the Securities and Exchange Commission on May 3, 2011 and (b) 1,000,000 shares issued to Granite
Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. upon the exercise of certain warrants to purchase shares of
common stock of the Issuer as reported herein.
10
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Jenny Lee |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ(1) |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
WC |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Singapore
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
|
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
2,480,000 shares of Common Stock (2) |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
|
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
2,480,000 shares of Common Stock (2) |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
2,480,000 shares of Common Stock (2) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
4.5%(3) |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
(1) This Amendment No. 3 to the statement on Schedule 13D is being filed
by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes of this
Schedule 13D.
(2) Includes (i) 2,431,640 shares of Common Stock held by Granite
Global Ventures II L.P. and (ii) 48,360 shares of Common Stock held by GGV II Entrepreneurs Fund L.P. Granite Global
Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
and possesses sole power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P.
and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by
Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no
securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo,
Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite
Global Ventures II L.L.C. and share voting and dispositive power over the shares held by Granite Global Ventures II L.P.
and GGV II Entrepreneurs Fund L.P. These individuals disclaim beneficial ownership of the shares beneficially owned by
the above entities except to the extent of their pecuniary interests therein.
(3) This percentage is calculated based upon 54,870,646 shares deemed to
be outstanding, which includes (a) 53,870,646 shares reported to be outstanding as reported in the Issuers
Form 10-Q filed with the Securities and Exchange Commission on May 3, 2011 and (b) 1,000,000 shares issued to Granite
Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. upon the exercise of certain warrants to purchase shares of
common stock of the Issuer as reported herein.
11
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Hany M. Nada |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ(1) |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
WC |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States of America
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
154,718 shares of Common Stock (4) |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
2,480,000 shares of Common Stock (2) |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
154,718 shares of Common Stock (4) |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
2,480,000 shares of Common Stock (2) |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
2,634,718 shares of Common Stock (2) (4) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
4.8%(3) |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
(1) This Amendment No. 3 to the statement on Schedule 13D is being
filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes
of this Schedule 13D.
(2) Includes (i) 2,431,640 shares of Common Stock held by Granite Global
Ventures II L.P. and (ii) 48,360 shares of Common Stock held by GGV II Entrepreneurs Fund L.P. Granite Global
Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
and possesses sole power to direct the voting and disposition of the shares owned by Granite Global Ventures II L.P.
and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held
by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no
securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo,
Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment committee of Granite Global
Ventures II L.L.C. and share voting and dispositive power over the shares held by Granite Global Ventures II L.P.
and GGV II Entrepreneurs Fund L.P. These individuals disclaim beneficial ownership of the shares beneficially owned
by the above entities except to the extent of their pecuniary interests therein.
(3) This percentage is calculated based upon 54,870,646 shares
deemed to be outstanding, which includes (a) 53,870,646 shares reported to be outstanding as reported in
the Issuers Form 10-Q filed with the Securities and Exchange Commission on May 3, 2011 and (b) 1,000,000
shares issued to Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. upon the exercise of
certain warrants to purchase shares of common stock of the Issuer as reported herein.
(4) Mr. Nada, who serves as on the Board of Directors of the Issuer,
has options to purchase 154,718 shares of the Issuers Common Stock. Options were granted on June 3, 2010 for 20,100
shares. Such shares are immediately exercisable. The option vests over 12 months, with 8.333% of the shares vesting on
July 3, 2010 and the remaining shares vesting in equal monthly installments thereafter and subject to being fully vested
in 2010. Options were also granted
on May 29, 2009 for 20,100 shares. Such shares are immediately exercisable. The option vests monthly over one year,
with the first 1/12 vesting on June 29, 2009. Options were also granted on June 4, 2008 for 31,185 shares.
Such shares are immediately exercisable. The option vests monthly over one year, with the first 1/12 vesting on July 3,
2008. Options were also granted on March 21, 2007 for 33,000 shares. Such shares are immediately exercisable.
The option vests over three years with 16 2/3% of the shares vesting six months after grant, and the
remaining shares vesting in equal monthly installments thereafter. Options were also granted on April 20, 2007
for 333 shares. Such shares are immediately exercisable. The option vests over three years with 16 2/3% of the shares
vesting September 21, 2007. The remaining shares vest in equal monthly installments thereafter. Options were also
granted on June 2, 2011 for 50,000 shares. Such shares are immediately exercisable. The option vests over 12 months,
with 8.333% of the shares vesting on July 2, 2011 and the remaining shares vesting in equal monthly installments thereafter.
12
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Thomas K. Ng |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) þ(1) |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
WC |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States of America
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
|
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
2,480,000 shares of Common Stock (2) |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
|
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
2,480,000 shares of Common Stock (2) |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
2,480,000 shares of Common Stock (2) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
4.5%(3) |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
(1) This Amendment No. 3 to the statement on Schedule 13D is being
filed by the Reporting Persons. These Reporting Persons expressly disclaim status as a group for purposes
of this Schedule 13D.
(2) Includes (i) 2,431,640 shares of Common Stock held by Granite
Global Ventures II L.P. and (ii) 48,360 shares of Common Stock held by GGV II Entrepreneurs Fund L.P. Granite
Global Ventures II L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. and possesses sole power to direct the voting and disposition of the shares owned by Granite Global
Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership
of the shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures
II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham,
Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the
investment committee of Granite Global Ventures II L.L.C. and share voting and dispositive power over the shares
held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. These individuals disclaim beneficial
ownership of the shares beneficially owned by the above entities except to the extent of their pecuniary interests therein.
(3) This percentage is calculated based upon 54,870,646 shares deemed
to be outstanding, which includes (a) 53,870,646 shares reported to be outstanding as reported in the Issuers
Form 10-Q filed with the Securities and Exchange Commission on May 3, 2011 and (b) 1,000,000 shares issued to Granite
Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. upon the exercise of certain warrants to purchase shares
of common stock of the Issuer as reported herein.
13
Introductory Note: This Amendment No. 3 (the Amendment) to the statement on Schedule 13D is
being filed by the Reporting Persons and amends and restates Schedule 13D filed with the
Securities and Exchange Commission (the Commission) on June 9, 2011 (the Amended Schedule
13D), and relates to shares of Common Stock, $0.0001 par value per share, of Glu Mobile, Inc
(the Issuer). This Amendment No. 3 is being filed to report the sale of shares of Common Stock
of the Issuer by certain Reporting Persons. As of May 3, 2011, there are 53,870,646 shares of
Common Stock reported to be outstanding as reported in the Issuers Form 10-Q filed with the
Commission. Accordingly, the number of securities beneficially owned by certain Reporting
Persons has decreased.
Items 3, 4, 5 and 7 of the Amended Schedule 13D are hereby amended and supplemented to the extent
hereinafter expressly set forth. All capitalized terms used in this Amendment but not defined
herein shall have the meanings ascribed thereto in the Amended Schedule 13D.
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Item 1. |
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Security and Issuer. |
This statement relates to shares of Common Stock, $0.0001 par value (Common Stock)
of Glu Mobile Inc. (the Issuer), having its principal executive office at 45
Fremont Street, Suite 2800, San Francisco, California 94105.
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Item 2. |
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Identity and Background. |
(a) The name of the reporting persons are Granite Global Ventures II L.P. (GGV
II), GGV II Entrepreneurs Fund L.P. (GGV II Entrepreneurs), Granite Global
Ventures II L.L.C., (GGV II LLC)., Messrs. Ray A. Rothrock, Anthony Sun, Scott B.
Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas K. Ng and Ms.
Jenny Lee. A copy of their agreement in writing to file this statement of behalf of
each of them is attached hereto as Exhibit 1. GGV II and GGV II Entrepreneurs are
limited partnerships organized under the laws of the State of Delaware. GGV II LLC,
a limited liability company organized under the laws of the State of Delaware, is the
general partner of GGV II and GGV II Entrepreneurs. Messrs. Ray A. Rothrock, Anthony
Sun, Scott B. Bonham, Joel D. Kellman, Hany M. Nada, Thomas K. Ng, Glenn Solomon,
Jixun Foo, and Ms. Jenny Lee are members of the investment committee of GGV II LLC.
(b) The business address for GGV II, GGV II Entrepreneurs, GGV II LLC, and
Messrs. Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada,
Thomas K. Ng and Ms. Jenny Lee is 2494 Sand Hill Road, Suite 100, Menlo Park, CA
94025.
The business address for Mr. Ray A. Rothrock is 3340 Hillview Avenue, Palo Alto,
CA 94304.
The business address for Mr. Anthony Sun is 76 Inglewood Lane, Atherton, CA
94027.
(c) Messrs. Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M.
Nada, Thomas K. Ng, and Ms. Jenny Lee are managing directors and investment committee
members of GGV II LLC. The address for Messrs. Scott B. Bonham, Joel D. Kellman,
Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas K. Ng, and Ms. Jenny Lee is 2494 Sand
Hill Road, Suite 100, Menlo Park, CA 94025. The principal business for each of the
forgoing reporting persons is the venture capital investment business.
Mr. Ray A. Rothrock is a Partner of Venrock and investment committee member of
GGV II LLC. The address for Mr. Ray A. Rothrock is 3340 Hillview Avenue, Palo Alto,
CA 94304. The principal business for Mr. Ray A. Rothrock is the venture capital
investment business.
Mr. Anthony Sun is an investment committee member of GGV II LLC. The address for
Mr. Anthony Sun is 76 Inglewood Lane, Atherton, CA 94027. The principal business
for Mr. Anthony Sun is the venture capital investment business.
14
(d) During the last five years, none of the Reporting Persons, to the knowledge
of the Reporting Persons, has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons, to the knowledge
of the Reporting Persons, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree, or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) GGV II and GGV II Entrepreneurs are limited partnerships organized under the
laws of the State of Delaware. GGV II LLC is a limited liability company organized
under the laws of the State of Delaware. Messrs. Joel D. Kellman, Hany M. Nada,
Thomas K. Ng, Anthony Sun, Ray A. Rothrock and Glenn Solomon are citizens of the USA.
Mr. Scott B. Bonham is a Canadian citizen. Mr. Jixun Foo and Ms. Jenny Lee are
citizens of Singapore.
In accordance with the provisions of General Instruction C to Schedule 13D, information concerning
the managers and each other person controlling GGV II LLC (the Listed Persons) required by Item 2
of Schedule 13D is listed on Schedule 1 hereto and is incorporated by reference herein.
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Item 3. |
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Source and Amount of Funds or Other Consideration. |
Item 3 of the Amended Schedule 13D is hereby amended and supplemented as follows:
Immediately prior to the date of the Amended Schedule 13D, a total of 3,572,943
shares of Common Stock were held by GGV II and 71,057 shares of Common Stock were
held by GGV II Entrepreneurs.
Since the date of the Amended Schedule 13D, (i) 1,141,303 shares of Common Stock were
sold on the open market by GGV II for an aggregate consideration of $6,393,982.92
and (ii) 22,697 shares of Common Stock were sold by GGV II Entrepreneurs
for an aggregate consideration of $127,156.73.
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Item 4. |
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Purpose of Transaction. |
Item 4 of the Amended Schedule 13D is hereby amended and supplemented as follows:
Since the date of the Amended Schedule 13D, in a series of open market transactions,
the GGV II and GGV II Entrepreneurs (collectively, the Sellers) disposed of
1,164,000 shares of Common Stock at an average price per share of $5.6024.
Subject to applicable legal requirements, one or more of the GGV Entities may
purchase additional securities of the Issuer from time to time in open market or
private transactions, depending on their evaluation of the Issuers business,
prospects and financial condition, the market for the Issuers securities, other
developments concerning the Issuer, the reaction of the Issuer to the GGV Entities
ownership of the Issuers securities, other opportunities available to the GGV
Entities, and general economic, money market and stock market conditions. In
addition, depending upon the factors referred to above, the GGV Entities may dispose
of all or a portion of their securities of the Issuer at any time. Each of the GGV
Entities reserves the right to increase or decrease its holdings on such terms and at
such times as each may decide.
Other than as described above in this Item 4, none of the GGV Entities have any plan
or proposal relating to or that would result in: (a) the acquisition by any person of
additional securities of the Issuer or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries; (d) any
change in the Board of Directors or management of the Issuer, including any plans or
proposals to change the
15
number or terms of directors or to fill any existing vacancies on the Board of
Directors of the Issuer; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuers business
or corporate structure; (g) any changes in the Issuers charter, by-laws or
instruments corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person; (h) a class of securities of the Issuer being
de-listed from a national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j)
any action similar to those enumerated above.
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Item 5 (a) and (b). |
|
Interest in Securities of the Issuer. |
Item 5 of the Amended Schedule 13D is hereby amended and supplemented as follows:
The following information with respect to the ownership of the shares of the Issuer
by the persons filing this Statement is provided as of July 13, 2011:
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Shares Issuable |
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Upon |
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Shares |
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Exercise of |
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Sole |
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Sole |
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Shared |
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Percentage |
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Held |
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Options Held |
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Voting |
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Shared |
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Dispositive |
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Dispositive |
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Beneficial |
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of |
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GGV Entity |
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Directly |
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Directly |
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Power(3) |
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Voting Power |
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Power |
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Power |
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Ownership |
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Class (2) |
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GGV II |
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2,431,640 |
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0 |
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0 |
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2,480,000 |
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0 |
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2,480,000 |
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2,480,000 |
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4.5 |
% |
GGV II Entrepreneurs |
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48,360 |
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0 |
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0 |
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2,480,000 |
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0 |
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2,480,000 |
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2,480,000 |
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4.5 |
% |
GGV II LLC (1) |
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0 |
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0 |
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0 |
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2,480,000 |
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0 |
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2,480,000 |
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2,480,000 |
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4.5 |
% |
Ray A. Rothrock (1) |
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0 |
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0 |
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0 |
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2,480,000 |
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0 |
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2,480,000 |
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2,480,000 |
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4.5 |
% |
Anthony Sun (1) |
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0 |
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0 |
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0 |
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2,480,000 |
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0 |
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2,480,000 |
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2,480,000 |
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4.5 |
% |
Scott B. Bonham (1) |
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0 |
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0 |
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0 |
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2,480,000 |
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0 |
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2,480,000 |
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2,480,000 |
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4.5 |
% |
Joel D. Kellman (1) |
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0 |
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0 |
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0 |
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2,480,000 |
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0 |
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2,480,000 |
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2,480,000 |
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4.5 |
% |
Hany M. Nada (1, 3) |
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0 |
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154,718 |
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154,718 |
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2,480,000 |
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154,718 |
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2,480,000 |
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2,634,718 |
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4.8 |
% |
Jixun Foo (1) |
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0 |
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0 |
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0 |
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2,480,000 |
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0 |
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2,480,000 |
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2,480,000 |
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4.5 |
% |
Glenn Solomon (1) |
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0 |
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0 |
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0 |
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2,480,000 |
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0 |
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2,480,000 |
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2,480,000 |
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|
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4.5 |
% |
Jenny Lee (1) |
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0 |
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0 |
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|
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0 |
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2,480,000 |
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0 |
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2,480,000 |
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2,480,000 |
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4.5 |
% |
Thomas K. Ng (1) |
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0 |
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0 |
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0 |
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2,480,000 |
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0 |
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2,480,000 |
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2,480,000 |
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4.5 |
% |
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(1) |
|
GGV II LLC is the sole general partner of GGV II and GGV II Entrepreneurs and possesses
sole power to direct the voting and disposition of the shares owned by GGV II and GGV II
Entrepreneurs and may be deemed to have indirect beneficial ownership of the shares held by
GGV II and GGV II Entrepreneurs. GGV II LLC owns no securities of the Issuer directly.
Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn
Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment
committee of GGV II LLC and share voting and dispositive power over the shares held by GGV
II and GGV II Entrepreneurs. These individuals disclaim beneficial ownership of the shares
beneficially owned by the above entities except to the extent of their respective pecuniary
interests therein. |
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(2) |
|
This percentage is calculated based upon 54,870,646 shares deemed to be outstanding,
which includes (a) 53,870,646 shares reported to be outstanding as reported in the Issuers
Form 10-Q filed with the Securities and Exchange Commission on May 3, 2011 and (b) and
1,000,000 shares issued to Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund
L.P. upon the exercise of certain warrants to purchase shares of common stock of the Issuer
as reported herein. |
|
(3) |
|
Mr. Nada, who serves as on the Board of Directors of the Issuer, has options to purchase
154,718 shares of the Issuers Common Stock. |
16
Options were granted on June 3, 2010 for 20,100 shares. Such shares are immediately
exercisable. The option vests over 12 months, with 8.333% of the shares vesting on July 3,
2010 and the remaining shares vesting in equal monthly installments thereafter and subject to
being fully vested in 2010. Options were also granted on May 29, 2009 for 20,100 shares.
Such shares are immediately exercisable. The option vests monthly over one year, with the
first 1/12 vesting on June 29, 2009. Options were also granted on June 4, 2008 for 31,185
shares. Such shares are immediately exercisable. The option vests monthly over one year,
with the first 1/12 vesting on July 3, 2008. Options were also granted on March 21, 2007 for
33,000 shares. Such shares are immediately exercisable. The option vests over three years
with 16 2/3% of the shares vesting six months after grant, and the remaining shares vesting in
equal monthly installments thereafter. Options were also granted on April 20, 2007 for 333
shares. Such shares are immediately exercisable. The option vests over three years with 16
2/3% of the shares vesting September 21, 2007. The remaining shares vest in equal monthly
installments thereafter. Options were also granted on June 2, 2011 for 50,000 shares. Such
shares are immediately exercisable. The option vests over 12 months, with 8.333% of the
shares vesting on July 2, 2011 and the remaining shares vesting in equal monthly installments
thereafter.
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Item 5(c). |
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Except as set forth in Item 3 above, none of the Reporting Persons has effected any
transaction in shares of Common Stock during the past 60 days. |
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Item 5(d). |
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No other person is known to have the right to receive or the power to direct the
receipt of dividends from or any proceeds from the sale of the shares of Common Stock
beneficially owned by the Reporting Persons. |
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Item 5(e). |
|
As of July 13, 2011, the Reporting Persons ceased ownership of more than five percent
of the shares of Common Stock. |
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Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer. |
The information provided and incorporated by reference in Items 3, 4 and 5 is hereby
incorporated by reference.
Other than as described in this Schedule 13D, to the best of the Reporting Persons
knowledge, there are no other contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer.
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Item 7. |
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Materials to Be Filed as Exhibits. |
Exhibit 1 Agreement regarding filing of joint Schedule 13D.
17
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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August 2, 2011 |
GRANITE GLOBAL VENTURES II L.P.
GGV II ENTREPRENEURS FUND L.P.
BY: GRANITE GLOBAL VENTURES II L.L.C.
ITS: GENERAL PARTNER
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By: |
/s/ Hany M. Nada
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Hany M. Nada |
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Managing Director |
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August 2, 2011 |
GRANITE GLOBAL VENTURES II L.L.C.
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By: |
/s/ Hany M. Nada
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|
|
Hany M. Nada |
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|
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Managing Director |
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August 2, 2011 |
By: |
/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact |
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for Ray A. Rothrock |
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August 2, 2011 |
By: |
/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact |
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for Anthony Sun |
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August 2, 2011 |
By: |
/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact |
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for Scott B. Bonham |
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August 2, 2011 |
By: |
/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact |
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for Joel D. Kellman |
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August 2, 2011 |
By: |
/s/ Hany M. Nada
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Hany M. Nada |
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August 2, 2011 |
By: |
/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact |
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for Jixun Foo |
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August 2, 2011 |
By: |
/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact |
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for Glenn Solomon |
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August 2, 2011 |
By: |
/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact |
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for Jenny Lee |
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August 2, 2011 |
By: |
/s/ Hany M. Nada
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Hany M. Nada as Attorney-in-fact |
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for Thomas K. Ng |
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
18
SCHEDULE I
Managing Members and Investment Committee Members:
Ray A. Rothrock
3340 Hillview Avenue
Palo Alto, California 94304
Principal Occupation:
Partner of Venrock and Investment Committee Member of Granite Global Ventures II L.L.C., which
serves as the general
partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: United States of America
Anthony Sun
76 Inglewood Lane
Atherton, CA 94027
Principal Occupation:
Investment Committee Member of Granite Global Ventures II L.L.C., which serves as the general
partner of Granite Global
Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: United States of America
Scott B. Bonham
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation:
Managing Member and Investment Committee Member of Granite Global Ventures II L.L.C., which
serves as
the general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: Canada
Joel D. Kellman
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation:
Managing Member and Investment Committee Member of Granite Global Ventures II L.L.C., which
serves as
the general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: United States of America
Hany M. Nada
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation:
Managing Member and Investment Committee Member of Granite Global Ventures II L.L.C., which
serves as
the general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: United States of America
Jixun Foo
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation:
Managing Member and Investment Committee Member of Granite Global Ventures II L.L.C., which
serves as
the general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: Singapore
Glenn Solomon
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation:
Managing Member and Investment Committee Member of Granite Global Ventures II L.L.C., which
serves as
the general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: United States of America
19
Jenny Lee
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation:
Managing Member and Investment Committee Member of Granite Global Ventures II L.L.C., which
serves as
the general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: Singapore
Thomas K. Ng
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation:
Managing Member and Investment Committee Member of Granite Global Ventures II L.L.C., which
serves as
the general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: United States of America
20