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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
QUANTENNA COMMUNICATIONS INC [ QTNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/02/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/02/2016 | C | 150,126 | A | (1) | 3,258,759 | I | By Sequoia Capital XI, L.P.(2) | ||
| Common Stock | 11/02/2016 | C | 16,332 | A | (1) | 354,522 | I | By Sequoia Capital XI Principals Fund, LLC(2) | ||
| Common Stock | 11/02/2016 | C | 4,742 | A | (1) | 102,930 | I | y Sequoia Technology Partners XI, L.P.(2) | ||
| Common Stock | 11/02/2016 | C | 124,327 | A | (1) | 124,327 | I | By Sequoia Capital U.S. Growth Fund V, L.P.(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series G Preferred Stock | (1) | 11/02/2016 | C | 150,126 | (1) | (1) | Common Stock | 150,126 | $0.00 | 0 | I | By Sequoia Capital XI, L.P.(2) | |||
| Series G Preferred Stock | (1) | 11/02/2016 | C | 16,332 | (1) | (1) | Common Stock | 16,332 | $0.00 | 0 | I | By Sequoia Capital XI Principals Fund, LLC(2) | |||
| Series G Preferred Stock | (1) | 11/02/2016 | C | 4,742 | (1) | (1) | Common Stock | 4,742 | $0.00 | 0 | I | By Sequoia Technology Partners XI, L.P.(2) | |||
| Series G Preferred Stock | (1) | 11/02/2016 | C | 124,327 | (1) | (1) | Common Stock | 124,327 | $0.00 | 0 | I | By Sequoia Capital U.S. Growth Fund V, L.P.(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Series G Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
| 2. SC XI Management, LLC ("SC XI Management") is the general partner of Sequoia Capital XI, L.P. ("SC XI") and Sequoia Technology Partners XI, L.P. ("STP XI"), and the managing member of Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). Douglas Leone and Michael Moritz are the managing members of SC XI Management. As a result, each of Messrs. Leone and Moritz and SC XI Management may be deemed to share voting and dispositive power with respect to the shares held by SC XI, STP XI and SC XI PF. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 3. SC US (TTGP), Ltd. ("SC US TTGP") is the general partner of SCGF V Management, L.P. ("GF V Management"), which is the general partner of Sequoia Capital U.S. Growth Fund V, L.P. ("SC Growth"). As a result, SC US TTGP and GF V Management may be deemed to share voting and dispositive power with respect to the shares held by SC Growth. Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| Remarks: |
| This filing is Part 2 of 2. |
| /s/ Melinda Dunn, by power of attorney for Douglas M. Leone, a Managing Member of SC XI Management, LLC | 11/04/2016 | |
| /s/ Melinda Dunn, by power of attorney for Douglas M. Leone, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Capital XI, L.P. | 11/04/2016 | |
| /s/ Melinda Dunn, by power of attorney for Douglas M. Leone, a Managing Member of SC XI Management, LLC, the Managing Member of Sequoia Capital XI Principals Fund, LLC | 11/04/2016 | |
| /s/ Melinda Dunn, by power of attorney for Douglas M. Leone, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Technology Partners XI, L.P. | 11/04/2016 | |
| /s/ Melinda Dunn, by power of attorney for Douglas M. Leone, a Director of SC US (TTGP), Ltd., the general partner of SCGF V Management, L.P., the general partner of Sequoia Capital U.S. Growth Fund V, L.P. | 11/04/2016 | |
| /s/ Melinda Dunn, by power of attorney for Douglas M. Leone, a Director of SC US (TTGP), Ltd. | 11/04/2016 | |
| /s/ Melinda Dunn, by power of attorney for Douglas M. Leone, a Director of SC US (TTGP), Ltd., the general partner of SCGF V Management, L.P. | 11/04/2016 | |
| /s/ Melinda Dunn, by power of attorney for Douglas M. Leone | 11/04/2016 | |
| /s/ Melinda Dunn, by power of attorney for Michael J. Moritz | 11/04/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||