The Reporting Persons previously reported their ownership interest in the Issuer on Schedule 13G, as last amended on January 29, 2018. The Reporting Persons are filing this Schedule 13D because each Reporting Person may be deemed to be a member of a "group," within the meaning of Section 13(d)(3) of the Act with the other Stockholders (as defined below) as a result of having entered into the Tender Agreements as defined and described in Item 4 below.
Item 4. | Purpose of Transaction. |
On March 20, 2018, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with salesforce.com, inc. ("Salesforce") and Malbec Acquisition Corp., a wholly owned subsidiary of Salesforce ("Malbec"), relating to, among other things, the merger of Malbec with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Salesforce. In connection with, and as a condition to, entering the Merger Agreement, Salesforce and Malbec entered into a Tender and Support Agreement, dated as of March 20, 2018, with each of the Funds, NEA Ventures 2013, L.P., Lightspeed Venture Partners Select, L.P. ("Lightspeed Select"), Lightspeed Venture Partners VII, L.P. ("Lightspeed VII") (the "Tender Agreement"), and separate Tender and Support Agreement with Simon Parmett, Gregory Schott, Robert Horton, Matthew Langdon, Ross Mason, Ann Winblad, Little Family 1995 TR, Ravi Mhatre and Mhatre Investments LP-Fund 4 (collectively, with the Tender Agreement, the "Tender Agreements") (each, a "Stockholder" and collectively, the "Stockholders") pursuant to which each Stockholder agreed, among other things, and subject to the terms and conditions of the Tender Agreements, to vote the shares of Common Stock, Class B Common Stock, Company RSUs or Company Options, as applicable, that each Stockholder owns (i) against any action or agreement that would be reasonably expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Issuer contained in the Merger Agreement, or any Stockholder contained in the Tender Agreements, or (B) result in certain conditions set forth in the Merger Agreement to not be satisfied; (ii) against any change in the Issuer's Board of Directors that is not recommended by the Issuer's Board of Directors; and (iii) against other proposals for acquisition as specified in the Merger Agreement. The Tender Agreements terminate upon certain events, including the termination of the Merger Agreement in accordance with its terms.
As a result of the Tender Agreement, the Reporting Persons may be deemed to be members of a "group" with the parties to the Tender Agreements, including Salesforce, Lightspeed Select, Lightspeed VII, Simon Parmett, Gregory Schott, Robert Horton, Matthew Langdon, Ross Mason, Ann Winblad, Little Family 1995 TR, Ravi Mhatre and Mhatre Investments LP-Fund 4. As of March 20, 2018, based on the Tender Agreements, (i) Lightspeed Select and certain of its affiliates own 3,171,808 shares of Class B Common Stock, (ii) Lightspeed VII and certain of its affiliates own 10,847,715 shares of Class B Common Stock, and (iii) Simon Parmett, Gregory Schott, Robert Horton, Matthew Langdon, Ross Mason, Ann Winblad, Little Family 1995 TR, Ravi Mhatre and Mhatre Investments LP-Fund 4 and certain of their affiliates own the Common Stock, Class B Common Stock, Company RSUs or Company Options, as applicable, listed on Schedule A of Exhibit 10.2 to the Issuer's Form 8-K filed with the SEC on March 21, 2018 (the "8-K").1
The foregoing description of the Tender Agreements is qualified in its entirety by reference to the Tender Agreements, which are attached as Exhibit 10.1 and Exhibit 10.2 to the 8-K and incorporated herein by reference.
Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 14, NEA 15, NEA 15-OF and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or 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 present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| (e) | Any material change in the present capitalization or dividend policy of the Issuer; |
| (f) | Any other material change in the Issuer's business or corporate structure; |
| (g) | Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
| (h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease 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 Securities Exchange Act of 1934; or |
| (j) | Any action similar to any of those enumerated above. |
1 See the Schedule 13D or 13G (or an amendment thereto to the extent any material change in the facts set forth in any Schedule 13D or 13G previously filed by any other Stockholder has occurred) filed, or that the Reporting Persons anticipate will be filed, separately by each Stockholder, which includes, or will include, information regarding the other Stockholder's jurisdiction of organization, principal business and address of principal office.
CUSIP No. 625207105 | 13D | Page 23 of 34 Pages |