UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock | (3) | (3) | Common Stock | 6,397,813 | $ (3) | I | See Note 4 (4) |
Series C Convertible Preferred Stock | (5) | (5) | Common Stock | 784,281 | $ (5) | I | See Note 6 (6) |
Series D Convertible Preferred Stock | (7) | (7) | Common Stock | 71,550 | $ (7) | I | See Note 8 (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CROSSLINK CAPITAL INC 2180 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025 |
X |
Maureen Offer, Chief Financial Officer of Crosslink Capital, Inc. | 11/10/2021 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Crosslink Capital, Inc. ("Crosslink") is the investment adviser to private investment funds (the "Funds"). Certain of the Funds hold these securities directly for the benefit of their investors. These securities are beneficially owned indirectly by Crosslink as the investment adviser to those Funds and by Michael J. Stark as the control person of Crosslink. Crosslink Ventures VII Holdings, L.L.C. ("Ventures GP") beneficially owns 591,505 of these securities indirectly as the general partner or manager of certain of the Funds. |
(2) | The securities are held directly by a private investment fund for the benefit of its investors. These securities are beneficially owned indirectly by Crosslink Capital Management, LLC as the investment adviser to that private investment fund. |
(3) | Each share of Series B Convertible Preferred Stock is convertible into one share of Common Stock at any time and has no expiration date. Each share of Series B Convertible Preferred Stock will automatically convert immediately before the closing of the Issuer's initial public offering. |
(4) | Certain of the Funds, including Crosslink Crossover Fund VII, L.P. ("Crossover VII") and Crosslink Ventures VII, L.P. ("Ventures VII"), hold these securities directly for the benefit of their investors. These securities are beneficially owned indirectly by Crosslink as the investment adviser to those Funds and by Mr. Stark as the control person of Crosslink. Crossover VII directly holds shares of Series B Convertible Preferred Stock that are convertible into 2,559,126 shares of Common Stock, and Crossover Fund VII Management, L.L.C. ("Crossover GP") beneficially owns those shares indirectly as the general partner of Crossover VII. Ventures VII directly holds shares of Series B Convertible Preferred Stock that are convertible into 2,501,673 shares of Common Stock. Ventures GP beneficially owns shares of Series B Convertible Preferred Stock that are convertible into 3,838,687 shares of Common Stock indirectly as the general partner of Ventures VII and certain other Funds. |
(5) | Each share of Series C Convertible Preferred Stock is convertible into one share of Common Stock at any time and has no expiration date. Each share of Series C Convertible Preferred Stock will automatically convert immediately before the closing of the Issuer's initial public offering. |
(6) | Certain of the Funds, including Crossover VII and Ventures VII, hold these securities directly for the benefit of their investors. These securities are beneficially owned indirectly by Crosslink as the investment adviser to those Funds and by Mr. Stark as the control person of Crosslink. Crossover VII directly holds shares of Series C Convertible Preferred Stock that are convertible into 313,712 shares of Common Stock, and Crossover GP beneficially owns those shares indirectly as the general partner of Crossover VII. Ventures VII directly holds shares of Series C Convertible Preferred Stock that are convertible into 306,671 shares of Common Stock. Ventures GP beneficially owns shares of Series C Convertible Preferred Stock that are convertible into 470,569 shares of Common Stock indirectly as general partner of Ventures VII and certain other Funds. |
(7) | Each share of Series D Convertible Preferred Stock is convertible into one share of Common Stock at any time and has no expiration date. Each share of Series D Convertible Preferred Stock will automatically convert immediately before the closing of the Issuer's initial public offering. |
(8) | Certain of the Funds, including Ventures VII, hold these securities directly for the benefit of their investors. These securities are beneficially owned indirectly by Crosslink as the investment adviser to those Funds and by Mr. Stark as the control person of Crosslink. Ventures VII directly holds shares of Series D Convertible Preferred Stock that are convertible into 27,978 shares of Common Stock. Ventures GP beneficially owns shares of Series D Convertible Preferred Stock that are convertible into 42,930 shares of Common Stock indirectly as general partner of Ventures VII and certain other funds. |
Remarks: The reporting persons are Crosslink Capital, Inc. ("Crosslink"), Crosslink Capital Management, LLC ("CCM"), Crosslink Crossover Fund VII, L.P. ("Crossover VII"), Crosslink Ventures VII, L.P. ("Ventures VII"), Crossover Fund VII Management, L.L.C. ("Crossover GP"), Crosslink Ventures VII Holdings, L.L.C. ("Ventures GP") and Michael J. Stark. Crosslink is the investment adviser to Crossover VII, Ventures VII and other Funds. Crossover GP is the general partner of Crossover VII. Ventures GP is the general partner or manager of Ventures VII and certain other Funds. Crosslink is filing this report on behalf of itself and the other reporting persons. The reporting persons are filing this Form 3 jointly, but not as a group. Crosslink and CCM are related entities and may constitute a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934. Each other reporting person expressly disclaims membership in a group. The reporting persons disclaim beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interests therein. |