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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 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 | ||||||||
Warrants (right to buy) | $ 0.5 | 04/13/2018 | X | 6,982 | 01/09/2014 | (2) | Common Stock | 6,982 | (3) | 0 | D | ||||
Warrants (right to buy) | $ 5.3 | 04/13/2018 | P | 8,000 | 04/13/2018 | 03/29/2021 | Common Stock | 8,000 | (4) | 8,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stern Jon Leland 1455 ADAMS DRIVE, SUITE 2050 MENLO BUSINESS PARK MENLO PARK, CA 94025 |
X | Chief Operating Officer |
/s/ Jeffrey F. Biunno, Attorney-in-fact for Jon Stern | 04/16/2018 | |
**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) | Consists of previously reported shares directly beneficially owned by the reporting person. |
(2) | The warrants expire on the earlier to occur of January 9, 2019 or certain liquidation events. |
(3) | The subject warrant was issued pursuant to a Note and Warrant Purchase Agreement, dated January 9, 2014 (the "2014 Agreement"), between the issuer, the Reporting Person and the other note purchasers thereunder. Each Purchaser under the 2014 Agreement received a warrant to purchase 6,982 shares of common stock in connection with their purchases of $70,000 principal amount of zero interest convertible promissory notes. |
(4) | The subject warrant was issued pursuant to a Note and Warrant Purchase Agreement (the "2018 Agreement") between the Issuer and the Reporting Person. Purchasers under the 2018 Agreement received a warrant to purchase one share of common stock for each $5.00 original principal amount of the non-convertible unsecured promissory note purchased under the 2018 Agreement. |