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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| George Jean C/O ADVANCED TECHNOLOGY VENTURE 500 BOYLSTON STREET, SUITE 1380 BOSTON, MA 02116 |
X | |||
| /s/ Jean George | 06/24/2014 | |
| **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) | Series of transactions pursuant to Rule 10b5-1 Plans on behalf of each entity each of which was entered into on February 28, 2014 and amended on May 22, 2014. |
| (2) | Represents 1,365 shares, 55 shares, 26 shares, 8 shares and 3 shares that were held directly by Advanced Technology Ventures VII, L.P. ("ATV VII"), Advanced Technology Ventures VII (B), L.P. ("ATV VII B"), Advanced Technology Ventures VII (C), L.P. ("ATV VII C"), ATV Entrepreneurs VII, L.P. ("ATV VII E") and ATV Alliance 2003, L.P. ("ATV 2003"), respectively. |
| (3) | Represents weighted average sales price. The shares were sold at prices ranging from $35.00 to $35.07. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| (4) | ATV Associates VII, L.L.C. ("ATV A VII") is the general partner of ATV VII, ATV VII B, ATV VII C and ATV VII E and exercises voting and dispositive authority over the shares held by ATV VII, ATV VII B, ATV VII C and ATV VII E. Jean George is a managing director of ATV A VII and exercises voting and dispositive decisions of ATV A VII collectively with each of four other managing directors. Ms. George disclaims beneficial ownership of these securities and this report shall not be deemed an admission that she is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of her pecuniary interest therein. |
| (5) | ATV Alliance Associates, L.L.C. ("ATV Alliance LLC") is the general partner of ATV 2003 and exercises voting and dispositive authority over the shares held by ATV 2003. Voting and dispositive decisions of ATV Alliance LLC are made by Ms. George. Ms. George disclaims beneficial ownership of these securities and this report shall not be deemed an admission that she is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of her pecuniary interest therein. |
| (6) | Represents 1,815,175 shares, 72,839 shares, 35,011 shares, 10,814 shares and 3,735 shares that are held directly by ATV VII, ATV VII B, ATV VII C, ATV VII E and ATV 2003, respectively. Ms. George disclaims beneficial ownership of these securities and this report shall not be deemed an admission that she is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of her pecuniary interest therein. |
| (7) | Represents 12,759 shares, 512 shares, 246 shares, 76 shares and 25 shares that were held directly by ATV VII, ATV VII B, ATV VII C, ATV VII E and ATV 2003, respectively. |
| (8) | Represents weighted average sales price. The shares were sold at prices ranging from $35.00 to $35.90. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| (9) | Represents 1,802,416 shares, 72,327 shares, 34,765 shares, 10,738 shares and 3,710 shares that are held directly by ATV VII, ATV VII B, ATV VII C, ATV VII E and ATV 2003, respectively. Ms. George disclaims beneficial ownership of these securities and this report shall not be deemed an admission that she is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of her pecuniary interest therein. |
| (10) | Represents 9,746 shares, 391 shares, 188 shares, 58 shares and 19 shares that were held directly by ATV VII, ATV VII B, ATV VII C, ATV VII E and ATV 2003, respectively. |
| (11) | Represents weighted average sales price. The shares were sold at prices ranging from $35.00 to $35.25. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| (12) | Represents 1,792,670 shares, 71,936 shares, 34,577 shares, 10,680 shares and 3,691 shares that are held directly by ATV VII, ATV VII B, ATV VII C, ATV VII E and ATV 2003, respectively. Ms. George disclaims beneficial ownership of these securities and this report shall not be deemed an admission that she is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of her pecuniary interest therein. |