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, 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. | 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 | ||||
Stock Option (right to buy) | Â (3) | 04/18/2017 | Common Stock | 50,000 | $ 6.1 | D | Â |
Series A Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 1,000,000 | $ (4) | I | See footnotes (2) |
Series B Convertible Preferred Stock | Â (5) | Â (5) | Common Stock | 11,590 | $ (5) | I | See footnotes (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sweeney James M 1010 SECOND AVENUE SUITE 700 SAN DIEGO, CA 92101 |
 X |  |  Executive Chairman |  |
/s/ James M. Sweeney | 03/17/2008 | |
**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) | A portion of the shares were early exercised from an option to purchase 250,000 shares and are subject to repurchase by the Company prior to the completion of the vesting of such shares upon the Reporting Person's cessation of service with the Company, at the original exercise price paid per share. 1/4th of the shares vest one year after the Vesting Commencement Date beginning 7/29/04. 1/48th of the shares vest monthly thereafter over the next three years. |
(2) | By James M. Sweeney Trust established May 24, 1999. |
(3) | Options are 100% vested as of December 5, 2007. |
(4) | Series A Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of one share of Common Stock for every two shares of Series A Preferred Stock, for no additional consideration. |
(5) | Series B Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert upon the closing of the Issuer's initial public offering, at a conversion ratio of one share of Common Stock for every two shares of Series B Preferred Stock, for no additional consideration. |