UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
34959E 10 9 |
1 | NAMES OF REPORTING PERSONS Redpoint Ventures II, L.P. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) þ (1) | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware, United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 7,994,119 shares of Common Stock (2) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
7,994,119 shares of Common Stock (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
7,994,119 shares of Common Stock (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
12.1%(3) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 2
CUSIP No. |
34959E 10 9 |
1 | NAMES OF REPORTING PERSONS Redpoint Associates II, LLC |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ (1) | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware, United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 7,994,119 shares of Common Stock (2) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
7,994,119 shares of Common Stock (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
7,994,119 shares of Common Stock (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
12.1%(3) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
Page 3
CUSIP No. |
34959E 10 9 |
1 | NAMES OF REPORTING PERSONS Redpoint Ventures II, LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ (1) | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware, United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 7,994,119 shares of Common Stock (2) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
7,994,119 shares of Common Stock (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
7,994,119 shares of Common Stock (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
12.1%(3) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
Page 4
CUSIP No. |
34959E 10 9 |
Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuers Principal Executive Officers: |
Item 2(a). | Name of Person(s) Filing: |
Item 2(b). | Address of Principal Business Office: |
Item 2(c). | Citizenship: |
Item 2(d). | Title of Class of Securities: |
Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Page 5
CUSIP No. |
34959E 10 9 |
Item 4(a). | Amount Beneficially Owned: |
Item 4(b). | Percent of Class: |
Item 4(c). | Number of shares as to which such persons have: |
Shares of | ||||||||||||||||||||||||||||
Common | Sole | Shared | Sole | Shared | ||||||||||||||||||||||||
Reporting | Stock Held | Voting | Voting | Dispositive | Dispositive | Beneficial | Percentage of | |||||||||||||||||||||
Persons | Directly | Power | Power (1) | Power | Power (1) | Ownership (1) | Class (1, 3) | |||||||||||||||||||||
RV II |
7,813,452 | 0 | 7,994,119 | 0 | 7,994,119 | 7,994,119 | 12.1 | % | ||||||||||||||||||||
RA II |
180,667 | 0 | 7,994,119 | 0 | 7,994,119 | 7,994,119 | 12.1 | % | ||||||||||||||||||||
RV II LLC (2) |
0 | 0 | 7,994,119 | 0 | 7,994,119 | 7,994,119 | 12.1 | % |
(1) | Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Person. | |
(2) | RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC and RA II are under common control. RV II LLC owns no securities of the Issuer directly. | |
(3) | This percentage is calculated based upon 66,268,969 shares of the Common Stock outstanding upon completion of the Issuers initial public offering, based on disclosure in the Issuers prospectus dated November 17, 2009 , filed with the Securities and Exchange Commission (the SEC) on November 18, 2009 (after giving effect to the exercise in full of the underwriters over-allotment option). |
Item 5. | Ownership of Five Percent or Less of a Class: |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
Item 8. | Identification and Classification of Members of the Group: |
Item 9. | Notice of Dissolution of Group: |
Item 10. | Certification: |
Page 6
CUSIP No. |
34959E 10 9 |
REDPOINT VENTURES II, L.P. By its General Partner, Redpoint Ventures II, LLC |
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/s/ John L. Walecka | ||||
John L. Walecka | ||||
Manager | ||||
REDPOINT ASSOCIATES II, LLC |
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/s/ John L. Walecka | ||||
John L. Walecka | ||||
Manager | ||||
REDPOINT VENTURES II, LLC |
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/s/ John L. Walecka | ||||
John L. Walecka | ||||
Manager | ||||
99.1: | Joint Filing Statement |
Page 7
REDPOINT VENTURES II, L.P. By its General Partner, Redpoint Ventures II, LLC |
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/s/ John L. Walecka | ||||
John L. Walecka | ||||
Manager | ||||
REDPOINT ASSOCIATES II, LLC |
||||
/s/ John L. Walecka | ||||
John L. Walecka | ||||
Manager | ||||
REDPOINT VENTURES II, LLC |
||||
/s/ John L. Walecka | ||||
John L. Walecka | ||||
Manager | ||||