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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 B Convertible Preferred Stock | $ 0 | 11/15/2021 | C(2) | 6,397,813 | (2) | (2) | Common Stock | 6,397,813 | $ 0 | 0 | I | See Note 5 (5) | |||
| Series C Convertible Preferred Stock | $ 0 | 11/15/2021 | C(2) | 784,281 | (2) | (2) | Common Stock | 784,281 | $ 0 | 0 | I | See Note 6 (6) | |||
| Series D Convertible Preferred Stock | $ 0 | 11/15/2021 | C(2) | 71,550 | (2) | (2) | Common Stock | 71,550 | $ 0 | 0 | I | See Note 7 (7) | |||
| 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. | 11/15/2021 | |
| **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) | 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 investment adviser to those Funds and by Michael J. Stark as control person of Crosslink. |
| (2) | Shares of the Issuer's Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock converted into shares of Common Stock on a 1-for-1 basis immediately before the closing of the Issuer's initial public offering on November 15, 2021. |
| (3) | 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 2,872,838 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 2,836,322 shares of Common Stock. Ventures GP beneficially owns 4,943,691 shares of Common Stock indirectly as the general partner of Ventures VII and certain other Funds. |
| (4) | 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. |
| (5) | Certain of the Funds, including Crossover VII and Ventures VII, held these securities directly for the benefit of their investors. These securities were 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 held shares of Series B Convertible Preferred Stock that were convertible into 2,559,126 shares of Common Stock, and Crossover GP beneficially owned those shares indirectly as the general partner of Crossover VII. Ventures VII directly held shares of Series B Convertible Preferred Stock that were convertible into 2,501,673 shares of Common Stock. Ventures GP beneficially owned shares of Series B Convertible Preferred Stock that were convertible into 3,838,687 shares of Common Stock indirectly as the general partner of Ventures VII and certain other Funds. |
| (6) | Certain of the Funds, including Crossover VII and Ventures VII, held these securities directly for the benefit of their investors. These securities were 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 held shares of Series C Convertible Preferred Stock that were convertible into 313,712 shares of Common Stock, and Crossover GP beneficially owned those shares indirectly as the general partner of Crossover VII. Ventures VII directly held shares of Series C Convertible Preferred Stock that were convertible into 306,671 shares of Common Stock. Ventures GP beneficially owned shares of Series C Convertible Preferred Stock that were convertible into 470,569 shares of Common Stock indirectly as general partner of Ventures VII and certain other Funds. |
| (7) | Certain of the Funds, including Ventures VII, held these securities directly for the benefit of their investors. These securities were 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 held shares of Series D Convertible Preferred Stock that were convertible into 27,978 shares of Common Stock. Ventures GP beneficially owned shares of Series D Convertible Preferred Stock that were 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 4 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. Following the transactions reported herein, none of Crossover VII, Ventures VII, Crossover GP or Ventures GP holds 10% or more of the Issuer's outstanding securities, and they are no longer subject to the filing requirements of section 16. | |