Menlo Entrepreneurs Fund X Form 4 Carbonite / Ventures X L P Menlo ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MV Management X, L.L.C.

(Last) (First) (Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Carbonite Inc [ CARB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/07/2016		S		243,664	D	$9.85	2,995,297	I	By Menlo Ventures X, L.P.(2)
Common Stock	06/07/2016		S		2,071	D	$9.85	25,460	I	By Menlo Entrepreneurs Fund X, L.P.(3)
Common Stock	06/07/2016		S		4,265	D	$9.85	52,421	I	By MMEF X, L.P.(4)
Common Stock	06/08/2016		S		185,185	D	$9.85	2,810,112	I	By Menlo Ventures X, L.P.(2)
Common Stock	06/08/2016		S		1,574	D	$9.85	23,886	I	By Menlo Entrepreneurs Fund X, L.P.(3)
Common Stock	06/08/2016		S		3,241	D	$9.85	49,180	I	By MMEF X, L.P.(4)
Common Stock	06/08/2016		J(1)		974,658	D	(1)	1,835,454	I(1)	By Menlo Ventures X, L.P.(2)
Common Stock	06/08/2016		J(1)		8,284	D	(1)	15,602	I(1)	By Menlo Entrepreneurs Fund X, L.P.(3)
Common Stock	06/08/2016		J(1)		17,058	D	(1)	32,122	I(1)	By MMEF X, L.P.(4)
Common Stock	06/08/2016		J(5)		10,000	A	(1)	10,000	I	By MV Management X, L.L.C.
Common Stock	06/08/2016		J(6)		10,000	D	(1)	0	I	By MV Management X, L.L.C.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

MV Management X, L.L.C.

(Last) (First) (Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Menlo Ventures X L P

(Last) (First) (Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MENLO ENTREPRENEURS FUND X LP

(Last) (First) (Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MMEF X LP

(Last) (First) (Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Explanation of code (J): Pro rata in kind distribution without consideration by Menlo Ventures X, L.P., Menlo Entrepreneurs Fund X, L.P. and MMEF X, L.P. to all their partners, including MV Management X, L.L.C., which in turn distributed pro rata in kind without consideration the 10,000 shares it received to its members.

2. These shares are owned directly by Menlo Ventures X, L.P. ("Menlo X"), of which MV Management X, L.L.C. ("MVM-X") is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-X are Shawn T. Carolan, H.D. Montgomery, Douglas C. Carlisle, John W. Jarve, Mark A. Siegel, and Pravin A. Vazirani. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Menlo X, Menlo Entrepreneurs Fund X, L.P. and MMEF X, L.P. may be deemed to be a member of a Section 13(d) "group." Menlo Entrepreneurs Fund X, L.P. and MMEF X, L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by Menlo X.

3. These shares are owned directly by Menlo Entrepreneurs Fund X, L.P., of which MVM-X is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-X are Shawn T. Carolan, H.D. Montgomery, Douglas C. Carlisle, John W. Jarve, Mark A. Siegel, and Pravin A. Vazirani. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Menlo X, Menlo Entrepreneurs Fund X, L.P. and MMEF X, L.P. may be deemed to be a member of a Section 13(d) "group." Menlo X and MMEF X, L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by Menlo Entrepreneurs Fund X, L.P.

4. Theses shares are owned directly by MMEF X, L.P., of which MVM-X is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-X are Shawn T. Carolan, H.D. Montgomery, Douglas C. Carlisle, John W. Jarve, Mark A. Siegel, and Pravin A. Vazirani. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Menlo X, Menlo Entrepreneurs Fund X, L.P. and MMEF X, L.P. may be deemed to be a member of a Section 13(d) "group." Menlo X and Menlo Entrepreneurs Fund X, L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by MMEF X, L.P.

5. Represents the receipt of Common Stock by MVM X, as described in greater detail in footnote (1).

6. Represents a pro-rata in-kind distribution of Common Stock by MVM X without consideration to its members.

Remarks:

	MV Management X, L.L.C., /s/ Pravin A. Vazirani, Managing Member	06/09/2016
	Menlo Ventures X, L.P., By: MV Management X, L.L.C., its General Partner, /s/ Pravin A. Vazirani, Managing Member	06/09/2016
	Menlo Entrepreneurs Fund X, L.P., By: MV Management X, L.L.C., its General Partner, /s/ Pravin A. Vazirani, Managing Member	06/09/2016
	MMEF X, L.P., By: MV Management X, L.L.C., its General Partner, /s/ Pravin A. Vazirani, Managing Member	06/09/2016
	** Signature of Reporting Person	Date
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