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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 | ||||||||
Series AA Preferred Stock | (1) | 11/15/2021 | C | 4,766,263 | (1) | (1) | Common Stock | 4,766,263 (4) | $ 0 | 0 | I | See Footnotes (3) | |||
Series C Preferred Stock | (1) | 11/15/2021 | C | 619,059 | (1) | (1) | Common Stock | 619,059 (5) | $ 0 | 0 | I | See Footnotes (3) | |||
Series D Preferred Stock | (1) | 11/15/2021 | C | 58,960 | (1) | (1) | Common Stock | 58,960 (6) | $ 0 | 0 | I | See Footnotes (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bessemer Venture Partners IX L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT, NY 10538 |
X | |||
Bessemer Venture Partners IX Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT, NY 10538 |
X | |||
Deer IX & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT, NY 10538 |
X | |||
Deer IX & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT, NY 10538 |
X |
/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX I & Co. L.P., the General Partner of Bessemer Venture Partners IX L.P. | 11/17/2021 | |
**Signature of Reporting Person | Date | |
/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P., the General Partner of Bessemer Venture Partners IX Institutional L.P. | 11/17/2021 | |
**Signature of Reporting Person | Date | |
/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P. | 11/17/2021 | |
**Signature of Reporting Person | Date | |
/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd. | 11/17/2021 | |
**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) | Each share of Preferred Stock automatically converted into one (1) share of the Issuer's Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering on November 15, 2021, and had no expiration date. |
(2) | As of the date hereof, Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst") and Bessemer Venture Partners IX, L.P. ("BVP IX", and together with BVP IX Inst referred to collectively, the "Funds") own 3,365,649 shares of Common Stock and 4,201,010 shares of Common Stock, respectively. |
(3) | Deer IX & Co. Ltd. ("Deer Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer L.P."), which is the general partner of each of the Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds. |
(4) | Prior to the conversion of the Preferred Stock described in footnote (1) above, BVP IX Inst and BVP IX owned 2,120,034 shares of Series AA Preferred Stock and 2,646,229 shares of Series AA Preferred Stock, respectively. |
(5) | Prior to the conversion of the Preferred Stock described in footnote (1) above, BVP IX Inst and BVP IX owned 275,357 shares of Series C Preferred Stock and 343,702 shares of Series C Preferred Stock, respectively. |
(6) | Prior to the conversion of the Preferred Stock described in footnote (1) above, BVP IX Inst and BVP IX owned 26,225 shares of Series D Preferred Stock and 32,735 shares of Series D Preferred Stock, respectively |