| UNITED STATES | |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )*
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.000025 PER SHARE
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
o | Rule 13d-1(c) |
x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's 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).
| 1 | Names of Reporting Persons. Lightspeed Venture Partners VII, L.P. |
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| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x (1) |
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| 3 | SEC Use Only |
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| 4 | Citizenship or Place of Organization Cayman Islands |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
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6 | Shared Voting Power 12,347,715 shares (2) |
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7 | Sole Dispositive Power 0 shares |
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8 | Shared Dispositive Power 12,347,715 shares (2) |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 12,347,715 shares (2) |
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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| 11 | Percent of Class Represented by Amount in Row 9 13.7% (3) |
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| 12 | Type of Reporting Person* PN |
| | | | | |
(1) This Schedule 13G is filed by Lightspeed Venture Partners VII, L.P., a Cayman Islands exempted limited partnership (“Lightspeed VII”), Lightspeed General Partner VII, L.P., a Cayman Islands exempted limited partnership (“LGP VII”), Lightspeed Ultimate General Partner VII, Ltd., a Cayman Islands exempted company (“LUGP VII”), Lightspeed Venture Partners Select, L.P., a Cayman Islands exempted limited partnership (“Select”) Lightspeed General Partner Select, L.P., a Cayman Islands exempted limited partnership (“LGP Select”), Lightspeed Ultimate General Partner Select, Ltd., a Cayman Islands exempted company (“LUGP Select”), Barry Eggers (“Eggers”), Jeremy Liew (“Liew”), Ravi Mhatre (“Mhatre”), Peter Y. Nieh (“Nieh”), Christopher J. Schaepe (“Schaepe” and together with Lightspeed VII, LGP VII, LUGP VII, Select, LGP Select, LUGP Select, Eggers, Liew, Mhatre and Nieh, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
(2) Includes 12,347,715 shares of Issuer’s Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VII. LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII.
(3) The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 90,424,976 shares of Class A Common Stock outstanding (which reflects the sum of (x) 74,905,453 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 2, 2017 (the “Current 10-Q”), and (y) 15,519,523 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 129,961,916 shares of Common Stock (including 55,056,463 shares of Class B Common Stock) outstanding as of October 31, 2017, as reported in the Current 10-Q, Lightspeed VII beneficially owns 9.5% of the Issuer’s outstanding Common Stock as of October 31, 2017.
2
| 1 | Names of Reporting Persons. Lightspeed General Partner VII, L.P. |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x (1) |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization Cayman Islands |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
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6 | Shared Voting Power 12,347,715 shares (2) |
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7 | Sole Dispositive Power 0 shares |
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8 | Shared Dispositive Power 12,347,715 shares (2) |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 12,347,715 shares (2) |
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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| 11 | Percent of Class Represented by Amount in Row 9 13.7% (3) |
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| 12 | Type of Reporting Person* PN |
| | | | | |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
(2) Includes 12,347,715 shares of Issuer’s Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VII. LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII.
(3) The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 90,424,976 shares of Class A Common Stock outstanding (which reflects the sum of (x) 74,905,453 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Current 10-Q, and (y) 15,519,523 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 129,961,916 shares of Common Stock (including 55,056,463 shares of Class B Common Stock) outstanding as of October 31, 2017, as reported in the Current 10-Q, LGP VII beneficially owns 9.5% of the Issuer’s outstanding Common Stock as of October 31, 2017.
3
| 1 | Names of Reporting Persons. Lightspeed Ultimate General Partner VII, Ltd. |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x (1) |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization Cayman Islands |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
|
6 | Shared Voting Power 12,347,715 shares (2) |
|
7 | Sole Dispositive Power 0 shares |
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8 | Shared Dispositive Power 12,347,715 shares (2) |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 12,347,715 shares (2) |
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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| 11 | Percent of Class Represented by Amount in Row 9 13.7% (3) |
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| 12 | Type of Reporting Person* OO |
| | | | | |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
(2) Includes 12,347,715 shares of Issuer’s Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VII. LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII.
(3) �� The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 90,424,976 shares of Class A Common Stock outstanding (which reflects the sum of (x) 74,905,453 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Current 10-Q, and (y) 15,519,523 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 129,961,916 shares of Common Stock (including 55,056,463 shares of Class B Common Stock) outstanding as of October 31, 2017, as reported in the Current 10-Q, LUGP VII beneficially owns 9.5% of the Issuer’s outstanding Common Stock as of October 31, 2017.
4
| 1 | Names of Reporting Persons. Lightspeed Venture Partners Select, L.P. |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x (1) |
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| 3 | SEC Use Only |
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| 4 | Citizenship or Place of Organization Cayman Islands |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
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6 | Shared Voting Power 3,171,808 shares (2) |
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7 | Sole Dispositive Power 0 shares |
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8 | Shared Dispositive Power 3,171,808 shares (2) |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,171,808 shares (2) |
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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| 11 | Percent of Class Represented by Amount in Row 9 3.5% (3) |
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| 12 | Type of Reporting Person* PN |
| | | | | |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
(2) Includes 3,171,808 shares of Issuer’s Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Select. LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select. Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.
(3) The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 90,424,976 shares of Class A Common Stock outstanding (which reflects the sum of (x) 74,905,453 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Current 10-Q, and (y) 15,519,523 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 129,961,916 shares of Common Stock (including 55,056,463 shares of Class B Common Stock) outstanding as of October 31, 2017, as reported in the Current 10-Q, Select beneficially owns 2.4% of the Issuer’s outstanding Common Stock as of October 31, 2017.
5
| 1 | Names of Reporting Persons. Lightspeed General Partner Select, L.P. |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x (1) |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization Cayman Islands |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
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6 | Shared Voting Power 3,171,808 shares (2) |
|
7 | Sole Dispositive Power 0 shares |
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8 | Shared Dispositive Power 3,171,808 shares (2) |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,171,808 shares (2) |
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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| 11 | Percent of Class Represented by Amount in Row 9 3.5% (3) |
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| 12 | Type of Reporting Person* PN |
| | | | | |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
(2) Includes 3,171,808 shares of Issuer’s Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Select. LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select. Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.
(3) The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 90,424,976 shares of Class A Common Stock outstanding (which reflects the sum of (x) 74,905,453 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Current 10-Q, and (y) 15,519,523 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 129,961,916 shares of Common Stock (including 55,056,463 shares of Class B Common Stock) outstanding as of October 31, 2017, as reported in the Current 10-Q, LGP Select beneficially owns 2.4% of the Issuer’s outstanding Common Stock as of October 31, 2017.
6
| 1 | Names of Reporting Persons. Lightspeed Ultimate General Partner Select, Ltd. |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x (1) |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization Cayman Islands |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
|
6 | Shared Voting Power 3,171,808 shares (2) |
|
7 | Sole Dispositive Power 0 shares |
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8 | Shared Dispositive Power 3,171,808 shares (2) |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,171,808 shares (2) |
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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| 11 | Percent of Class Represented by Amount in Row 9 3.5% (3) |
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| 12 | Type of Reporting Person* OO |
| | | | | |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
(2) Includes 3,171,808 shares of Issuer’s Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Select. LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select. Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.
(3) The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 90,424,976 shares of Class A Common Stock outstanding (which reflects the sum of (x) 74,905,453 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Current 10-Q, and (y) 15,519,523 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 129,961,916 shares of Common Stock (including 55,056,463 shares of Class B Common Stock) outstanding as of October 31, 2017, as reported in the Current 10-Q, LUGP Select beneficially owns 2.4% of the Issuer’s outstanding Common Stock as of October 31, 2017.
7
| 1 | Names of Reporting Persons. Barry Eggers |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x (1) |
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| 3 | SEC Use Only |
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| 4 | Citizenship or Place of Organization United States of America |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
|
6 | Shared Voting Power 15,519,523 shares (2) |
|
7 | Sole Dispositive Power 0 shares |
|
8 | Shared Dispositive Power 15,519,523 shares (2) |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 15,519,523 shares (2) |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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| 11 | Percent of Class Represented by Amount in Row 9 17.2% (3) |
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| 12 | Type of Reporting Person* IN |
| | | | | |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
(2) Includes 12,347,715 shares of Class B Common Stock held by Lightspeed VII and 3,171,808 shares of Class B Common Stock held by Select. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of its holder at any time. LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII. LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select. Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.
(3) The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 90,424,976 shares of Class A Common Stock outstanding (which reflects the sum of (x) 74,905,453 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Current 10-Q, and (y) 15,519,523 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 129,961,916 shares of Common Stock (including 55,056,463 shares of Class B Common Stock) outstanding as of October 31, 2017, as reported in the Current 10-Q, Eggers beneficially owns 11.9% of the Issuer’s outstanding Common Stock as of October 31, 2017.
8
| 1 | Names of Reporting Persons. Jeremy Liew |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x (1) |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization United States of America |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
|
6 | Shared Voting Power 3,171,808 shares (2) |
|
7 | Sole Dispositive Power 0 |
|
8 | Shared Dispositive Power 3,171,808 shares (2) |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,171,808 shares (2) |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 3.5% (3) |
|
| 12 | Type of Reporting Person* IN |
| | | | | |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
(2) Includes 3,171,808 shares of Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Select. LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select. Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.
(3) The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 90,424,976 shares of Class A Common Stock outstanding (which reflects the sum of (x) 74,905,453 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Current 10-Q, and (y) 15,519,523 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 129,961,916 shares of Common Stock (including 55,056,463 shares of Class B Common Stock) outstanding as of October 31, 2017, as reported in the Current 10-Q, Liew beneficially owns 2.4% of the Issuer’s outstanding Common Stock as of October 31, 2017.
9
| 1 | Names of Reporting Persons. Ravi Mhatre |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x (1) |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization United States of America |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 119,167 shares (2) |
|
6 | Shared Voting Power 15,519,523 shares (3) |
|
7 | Sole Dispositive Power 119,167 shares (2) |
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8 | Shared Dispositive Power 15,519,523 shares (3) |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 15,638,690 shares (2) (3) |
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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| 11 | Percent of Class Represented by Amount in Row 9 17.3% (4) |
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| 12 | Type of Reporting Person* IN |
| | | | | |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
(2) Includes 945 shares of Issuer’s Class A Common Stock held of record by Mhatre Investments LP — Fund 4. Mhatre serves as trustee of the general partner of such entity and accordingly exercises sole voting and dispositive power over such shares.
(3) Includes 12,347,715 shares of Class B Common Stock held by Lightspeed VII and 3,171,808 shares of Class B Common Stock held by Select. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of its holder at any time. LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII. LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select. Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.
(4) The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 90,424,976 shares of Class A Common Stock outstanding (which reflects the sum of (x) 74,905,453 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Current 10-Q, and (y) 15,519,523 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 129,961,916 shares of Common Stock (including 55,056,463 shares of Class B Common Stock) outstanding as of October 31, 2017, as reported in the Current 10-Q, Mhatre beneficially owns 12.0% of the Issuer’s outstanding Common Stock as of October 31, 2017.
10
| 1 | Names of Reporting Persons. Peter Y. Nieh |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x (1) |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization United States of America |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 115,678 shares |
|
6 | Shared Voting Power 15,520,468 shares (2) (3) |
|
7 | Sole Dispositive Power 115,678 shares |
|
8 | Shared Dispositive Power 15,520,468 shares (2) (3) |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 15,636,146 shares (2) (3) |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 17.3% (4) |
|
| 12 | Type of Reporting Person* IN |
| | | | | |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
(2) Includes 945 shares of Issuer’s Class A Common Stock held of record by Nieh Family Investments LP — Fund 3. Nieh serves as co-trustee of the general partner of such entity and accordingly shares voting and dispositive power over such shares.
(3) Includes 12,347,715 shares of Class B Common Stock held by Lightspeed VII and 3,171,808 shares of Class B Common Stock held by Select. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of its holder at any time. LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII. LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select. Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.
(4) The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 90,424,976 shares of Class A Common Stock outstanding (which reflects the sum of (x) 74,905,453 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Current 10-Q, and (y) 15,519,523 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 129,961,916 shares of Common Stock (including 55,056,463 shares of Class B Common Stock) outstanding as of October 31, 2017, as reported in the Current 10-Q, Nieh beneficially owns 12.0% of the Issuer’s outstanding Common Stock as of October 31, 2017.
11
| 1 | Names of Reporting Persons. Christopher J. Schaepe |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x (1) |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization United States of America |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
|
6 | Shared Voting Power 15,636,146 shares (2) (3) |
|
7 | Sole Dispositive Power 0 |
|
8 | Shared Dispositive Power 15,636,146 shares (2) (3) |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 15,636,146 shares (2) (3) |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 17.3% (4) |
|
| 12 | Type of Reporting Person* IN |
| | | | | |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017.
(2) Includes (a) 116,056 shares of Issuer’s Class A Common Stock held of record by The Schaepe-Chiu Living Trust Dated November 5, 1997, and (b) 567 shares of Issuer’s Class A Common Stock held of record by Schaepe-Chiu Investments I LP — Fund 2. Schaepe serves as co-trustee of The Schaepe-Chiu Living Trust Dated November 5, 1997 and as co-trustee of the general partner of Schaepe-Chiu Investments I LP — Fund 2, and accordingly shares voting and dispositive power over the shares held by both such entities
(3) Includes 12,347,715 shares of Class B Common Stock held by Lightspeed VII and 3,171,808 shares of Class B Common Stock held by Select. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of its holder at any time. LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII. LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select. Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select.
(4) The Percent of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 90,424,976 shares of Class A Common Stock outstanding (which reflects the sum of (x) 74,905,453 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Current 10-Q, and (y) 15,519,523 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). Based on the total of 129,961,916 shares of Common Stock (including 55,056,463 shares of Class B Common Stock) outstanding as of October 31, 2017, as reported in the Current 10-Q, Schaepe beneficially owns 12.0% of the Issuer’s outstanding Common Stock as of October 31, 2017.
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Introductory Note: This Statement on Schedule 13G (this “Statement”) is filed on behalf of the Reporting Persons, in respect of shares of Class A Common Stock, par value $0.000025 per share (“Class A Common Stock”), of MuleSoft, Inc. (the “Issuer”).
Item 1 |
| (a) | Name of Issuer MuleSoft, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices 77 Geary Street, Suite 400 San Francisco, CA 94108 |
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Item 2 |
| (a) | Name of Person(s) Filing: Lightspeed Venture Partners VII, L.P. (“Lightspeed VII”) Lightspeed General Partner VII, L.P. (“LGP VII”) Lightspeed Ultimate General Partner VII, Ltd. (“LUGP VII”) Lightspeed Venture Partners Select, L.P. (“Select”) Lightspeed General Partner Select, L.P. (“LGP Select”) Lightspeed Ultimate General Partner Select, Ltd. (“LUGP Select”) Barry Eggers (“Eggers”) Jeremy Liew (“Liew”) Ravi Mhatre (“Mhatre”) Peter Y. Nieh (“Nieh”) Christopher J. Schaepe (“Schaepe”) |
| (b) | Address of Principal Business Office: c/o Lightspeed Venture Partners 2200 Sand Hill Road Menlo Park, CA 94025 |
| (c) | Citizenship: | | | |
| | | | | |
| | Entities: | Lightspeed VII | - | Cayman Islands |
| | | LGP VII | - | Cayman Islands |
| | | LUGP VII | - | Cayman Islands |
| | | Select | - | Cayman Islands |
| | | LGP Select | - | Cayman Islands |
| | | LUGP Select | - | Cayman Islands |
| | | | | |
| | Individuals: | Eggers | - | United States of America |
| | | Liew | - | United States of America |
| | | Mhatre | - | United States of America |
| | | Nieh | - | United States of America |
| | | Schaepe | - | United States of America |
| (d) | Title of Class of Securities: Class A Common Stock |
| (e) | CUSIP Number: 625207105 |
|
Item 3 | Not applicable. |
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Item 4 | Ownership. |
The following information with respect to the ownership of the Class A Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017: |
Reporting Persons | | Shares Held Directly | | Sole Voting Power | | Shared Voting Power | | Sole Dispositive Power | | Shared Dispositive Power | | Beneficial Ownership | | Percentage of Class (6) | | Percentage of All Common (7) | |
| | | | | | | | | | | | | | | | | |
Lightspeed VII (1) | | 12,347,715 | | — | | 12,347,715 | | — | | 12,347,715 | | 12,347,715 | | 13.7 | % | 9.5 | % |
| | | | | | | | | | | | | | | | | |
LGP VII (1) | | — | | — | | 12,347,715 | | — | | 12,347,715 | | 12,347,715 | | 13.7 | % | 9.5 | % |
| | | | | | | | | | | | | | | | | |
LUGP VII (1) | | — | | — | | 12,347,715 | | — | | 12,347,715 | | 12,347,715 | | 13.7 | % | 9.5 | % |
| | | | | | | | | | | | | | | | | |
Select (2) | | 3,171,808 | | — | | 3,171,808 | | — | | 3,171,808 | | 3,171,808 | | 3.5 | % | 2.4 | % |
| | | | | | | | | | | | | | | | | |
LGP Select (2) | | — | | — | | 3,171,808 | | — | | 3,171,808 | | 3,171,808 | | 3.5 | % | 2.4 | % |
| | | | | | | | | | | | | | | | | |
LUGP Select (2) | | — | | — | | 3,171,808 | | — | | 3,171,808 | | 3,171,808 | | 3.5 | % | 2.4 | % |
| | | | | | | | | | | | | | | | | |
Eggers (1) (2) | | — | | — | | 15,519,523 | | — | | 15,519,523 | | 15,519,523 | | 17.2 | % | 11.9 | % |
| | | | | | | | | | | | | | | | | |
Liew (2) | | — | | — | | 3,171,808 | | | | 3,171,808 | | 3,171,808 | | 3.5 | % | 2.4 | % |
| | | | | | | | | | | | | | | | | |
Mhatre (1) (2) (3) | | 119,167 | | 119,167 | | 15,519,523 | | 119,167 | | 15,519,523 | | 15,638,690 | | 17.3 | % | 12.0 | % |
| | | | | | | | | | | | | | | | | |
Nieh (1) (2) (4) | | 116,623 | | 115,678 | | 15,520,468 | | 115,678 | | 15,520,468 | | 15,636,146 | | 17.3 | % | 12.0 | % |
| | | | | | | | | | | | | | | | | |
Schaepe (1) (2) (5) | | 116,623 | | — | | 15,636,146 | | — | | 15,636,146 | | 15,636,146 | | 17.3 | % | 12.0 | % |
(1) | Includes 12,347,715 shares of Issuer’s Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Lightspeed VII. LUGP VII serves as the sole general partner of LGP VII, which serves as the sole general partner of Lightspeed VII. Eggers, Mhatre, Nieh and Schaepe are directors of LUGP VII and share voting and dispositive power over the shares held by Lightspeed VII. |
| |
(2) | Includes 3,171,808 shares of Issuer’s Class B Common Stock (each convertible into one share of Class A Common Stock at the option of its holder at any time) held by Select. LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Select. Eggers, Liew, Mhatre, Nieh and Schaepe are directors of LUGP Select and share voting and dispositive power over the shares held by Select. |
| |
(3) | Includes 945 shares of Issuer’s Class A Common Stock held of record by Mhatre Investments LP — Fund 4. Mhatre serves as trustee of the general partner of such entity and accordingly exercises sole voting and dispositive power over such shares. |
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(4) | Includes 945 shares of Issuer’s Class A Common Stock held of record by Nieh Family Investments LP — Fund 3. Nieh serves as co-trustee of the general partner of such entity and accordingly shares voting and dispositive power over such shares. |
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(5) | Includes (a) 116,056 shares of Issuer’s Class A Common Stock held of record by The Schaepe-Chiu Living Trust Dated November 5, 1997, and (b) 567 shares of Issuer’s Class A Common Stock held of record by Schaepe-Chiu Investments I LP — Fund 2. Schaepe serves as co-trustee of The Schaepe-Chiu Living Trust Dated November 5, 1997 and as co-trustee of the general partner of Schaepe-Chiu Investments I LP — Fund 2, and accordingly shares voting and dispositive power over the shares held by both such entities. |
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(6) | The Percentage of Class assumes conversion of all of the Reporting Persons’ Class B Common Stock into Class A Common Stock, resulting in a total of 90,424,976 shares of Class A Common Stock outstanding (which reflects the sum of (x) 74,905,453 shares of Class A Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 2, 2017 (the “Current 10-Q”), and (y) 15,519,523 shares of Class A Common Stock issuable on conversion of the Reporting Persons Class B Common Stock). |
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(7) | The Percentage of All Common is based on the total of 129,961,916 shares of the Issuer’s Common Stock (including 55,056,463 shares of Class B Common Stock) outstanding as of October 31, 2017, as reported in the Current 10-Q. |
Item 5 | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o |
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Item 6 | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable. |
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Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
| Not applicable. |
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Item 8 | Identification and Classification of Members of the Group. |
| Not applicable. |
|
Item 9 | Notice of Dissolution of Group. |
| Not applicable. |
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Item 10 | Certification. |
| Not applicable. |
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SIGNATURE
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.
Dated: February 14, 2018
Lightspeed Venture Partners VII, L.P. |
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By: | Lightspeed General Partner VII, L.P. | |
Its: | General Partner | |
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By: | Lightspeed Ultimate General Partner VII, Ltd. | |
Its: | General Partner | |
| | |
By: | /s/ Ravi Mhatre | |
| Authorized Representative | |
| | |
| | |
Lightspeed General Partner VII, L.P. | |
| | |
By: | Lightspeed Ultimate General Partner VII, Ltd. | |
Its: | General Partner | |
| | |
By: | /s/ Ravi Mhatre | |
| Authorized Representative | |
| |
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Lightspeed Ultimate General Partner VII, Ltd. | |
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By: | /s/ Ravi Mhatre | |
| Authorized Representative | |
| | |
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Lightspeed Venture Partners Select, L.P. | |
| | |
By: | Lightspeed General Partner Select, L.P. | |
Its: | General Partner | |
| | |
By: | Lightspeed Ultimate General Partner Select, Ltd. | |
Its: | General Partner | |
| | |
By: | /s/ Ravi Mhatre | |
| Authorized Representative | |
| | |
| | |
Lightspeed General Partner Select, L.P. | |
| |
By: | Lightspeed Ultimate General Partner Select, Ltd. | |
Its: | General Partner | |
| | |
By: | /s/ Ravi Mhatre | |
| Authorized Representative | |
| | |
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Lightspeed Ultimate General Partner Select, Ltd. | |
| | |
By: | /s/ Ravi Mhatre | |
| Authorized Representative | |
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By: | /s/ Barry Eggers | |
| Barry Eggers | |
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By: | /s/ Jeremy Liew | |
| Jeremy Liew | |
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By: | /s/ Ravi Mhatre | |
| Ravi Mhatre | |
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By: | /s/ Peter Y. Nieh | |
| Peter Y. Nieh | |
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By: | /s/ Christopher J. Schaepe | |
| Christopher J. Schaepe | |
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Exhibit(s):
A - Joint Filing Statement
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EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Class A Common Stock of MuleSoft, Inc. is filed on behalf of each of us.
Dated: February 14, 2018
Lightspeed Venture Partners VII, L.P. |
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By: | Lightspeed General Partner VII, L.P. | |
Its: | General Partner | |
| | |
By: | Lightspeed Ultimate General Partner VII, Ltd. | |
Its: | General Partner | |
| | |
By: | /s/ Ravi Mhatre | |
| Authorized Representative | |
| | |
| | |
Lightspeed General Partner VII, L.P. | |
| | |
By: | Lightspeed Ultimate General Partner VII, Ltd. | |
Its: | General Partner | |
| | |
By: | /s/ Ravi Mhatre | |
| Authorized Representative | |
| |
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Lightspeed Ultimate General Partner VII, Ltd. | |
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By: | /s/ Ravi Mhatre | |
| Authorized Representative | |
| | |
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Lightspeed Venture Partners Select, L.P. | |
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By: | Lightspeed General Partner Select, L.P. | |
Its: | General Partner | |
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By: | Lightspeed Ultimate General Partner Select, Ltd. | |
Its: | General Partner | |
| | |
By: | /s/ Ravi Mhatre | |
| Authorized Representative | |
| | |
| | |
Lightspeed General Partner Select, L.P. | |
| |
By: | Lightspeed Ultimate General Partner Select, Ltd. | |
Its: | General Partner | |
| | |
By: | /s/ Ravi Mhatre | |
| Authorized Representative | |
| | |
| | |
Lightspeed Ultimate General Partner Select, Ltd. | |
| | |
By: | /s/ Ravi Mhatre | |
| Authorized Representative | |
| | |
By: | /s/ Barry Eggers | |
| Barry Eggers | |
| | |
By: | /s/ Jeremy Liew | |
| Jeremy Liew | |
By: | /s/ Ravi Mhatre | |
| Ravi Mhatre | |
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By: | /s/ Peter Y. Nieh | |
| Peter Y. Nieh | |
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By: | /s/ Christopher J. Schaepe | |
| Christopher J. Schaepe | |