Amended Statement of Beneficial Ownership (sc 13d/a)
September 14 2016 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.
4
) *
CONNECTURE,
INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
20786J106
(CUSIP Number)
Francisco Partners IV, L.P.
Francisco Partners IV-A, L.P.
Francisco Partners GP IV, L.P.
Francisco Partners GP IV Management Limited
c/o Francisco Partners Management, L.P.
One Letterman Drive
Building C Suite 410
San Francisco, CA 94129
Telephone: (415) 418-2900
with copies to:
Adam D. Phillips, Esq.
Ross M. Leff, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, NY 10022
(212) 446-4947
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 9, 2016
(Date
of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.
¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
*
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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 contain information which
would alter disclosures provided in a prior cover page.
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The information required on 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).
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CUSIP No. 20786J106
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Page
2
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1
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Names of
reporting persons:
Francisco Partners IV, L.P.
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2
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
Not
Applicable
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3
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SEC use only
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4
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Source of funds (see
instructions):
OO, WC
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5
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
Not Applicable
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6
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Citizenship or place of
organization:
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with
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|
7
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Sole voting power:
0
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8
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Shared voting power:
9,906,419*
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9
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Sole dispositive power:
0
|
|
10
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Shared dispositive power:
9,906,419*
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11
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|
Aggregate amount beneficially owned by each reporting person:
9,906,419*
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12
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|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
¨
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13
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Percent of class represented by amount
in Row (11):
29.5%
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14
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Type of reporting person:
PN
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*
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The aggregate number and percentage of Common Stock of the Issuer beneficially owned consists of 2,414,050 shares of Common Stock of the Issuer and 33,306 shares of Series A Convertible Preferred Stock
(
Preferred Stock
) held directly by Francisco Partners IV, L.P., convertible into Common Stock of the Issuer, subject to certain conditions and adjustments.
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The calculation of the foregoing percentage is based on 22,344,064 shares of Common Stock outstanding as of August 26, 2016, as reported in the Issuers Registration Statement on Form S-3, filed with the
Securities and Exchange Commission on August 30, 2016, plus the shares of Common Stock issuable upon the conversion of the Preferred Stock beneficially owned by the Reporting Persons.
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CUSIP No. 20786J106
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Page
3
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1
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Names of
reporting persons:
Francisco Partners IV-A,
L.P.
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2
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|
Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
Not
Applicable
|
3
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SEC use only
|
4
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Source of funds (see
instructions):
OO, WC
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5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
Not Applicable
|
6
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Citizenship or place of
organization:
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
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7
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|
Sole voting power:
0
|
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8
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Shared voting power:
4,965,380*
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9
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Sole dispositive power:
0
|
|
10
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Shared dispositive power:
4,965,380*
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11
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Aggregate amount beneficially owned by each reporting person:
4,965,380*
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12
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|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
¨
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13
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Percent of class represented by amount
in Row (11):
14.8%
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14
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Type of reporting person:
PN
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*
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The aggregate number and percentage of Common Stock of the Issuer beneficially owned consists of 1,209,972 shares of Common Stock of the Issuer and 16,694 shares of Series A Convertible Preferred Stock
(
Preferred Stock
) held directly by Francisco Partners IV-A, L.P., convertible into Common Stock of the Issuer, subject to certain conditions and adjustments.
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The calculation of the foregoing percentage is based on 22,344,064 shares of Common Stock outstanding as of August 26, 2016, as reported in the Issuers Registration Statement on Form S-3, filed with the
Securities and Exchange Commission on August 30, 2016, plus the shares of Common Stock issuable upon the conversion of the Preferred Stock beneficially owned by the Reporting Persons.
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CUSIP No. 20786J106
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Page
4
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1
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Names of
reporting persons:
Francisco Partners GP IV,
L.P.
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2
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|
Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
Not
Applicable
|
3
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|
SEC use only
|
4
|
|
Source of funds (see
instructions):
AF
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5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
Not Applicable
|
6
|
|
Citizenship or place of
organization:
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
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|
Sole voting power:
0
|
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8
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Shared voting power:
14,871,799*
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9
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Sole dispositive power:
0
|
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10
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Shared dispositive power:
14,871,799*
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11
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Aggregate amount beneficially owned by each reporting person:
14,871,799*
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12
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|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
¨
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13
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Percent of class represented by amount
in Row (11):
44.3%
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14
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Type of reporting person:
PN
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*
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The aggregate number and percentage of Common Stock of the Issuer beneficially owned consists of 3,624,022 shares of Common Stock of the Issuer and 50,000 shares of Series A Convertible Preferred Stock
(
Preferred Stock
) held directly by Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P., convertible into Common Stock of the Issuer, subject to certain conditions and adjustments.
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The calculation of the foregoing percentage is based on 22,344,064 shares of Common Stock outstanding as of August 26, 2016, as reported in the Issuers Registration Statement on Form S-3, filed with the
Securities and Exchange Commission on August 30, 2016, plus the shares of Common Stock issuable upon the conversion of the Preferred Stock beneficially owned by the Reporting Persons.
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CUSIP No. 20786J106
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Page
5
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1
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Names of
reporting persons:
Francisco Partners GP IV Management
Limited
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2
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Check the appropriate box if a member
of a group (see instructions)
(a)
¨
(b)
x
Not
Applicable
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see
instructions):
AF
|
5
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
Not Applicable
|
6
|
|
Citizenship or place of
organization:
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power:
0
|
|
8
|
|
Shared voting power:
14,871,799*
|
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9
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|
Sole dispositive power:
0
|
|
10
|
|
Shared dispositive power:
14,871,799*
|
11
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|
Aggregate amount beneficially owned by each reporting person:
14,871,799*
|
12
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
¨
|
13
|
|
Percent of class represented by amount
in Row (11):
44.3%
|
14
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Type of reporting person:
PN
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*
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The aggregate number and percentage of Common Stock of the Issuer beneficially owned consists of 3,624,022 shares of Common Stock of the Issuer and 50,000 shares of Series A Convertible Preferred Stock
(
Preferred Stock
) held directly by Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P., convertible into Common Stock of the Issuer, subject to certain conditions and adjustments.
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|
The calculation of the foregoing percentage is based on 22,344,064 shares of Common Stock outstanding as of August 26, 2016, as reported in the Issuers Registration Statement on Form S-3, filed with the
Securities and Exchange Commission on August 30, 2016, plus the shares of Common Stock issuable upon the conversion of the Preferred Stock beneficially owned by the Reporting Persons.
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CUSIP No. 20786J106
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Page
6
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This Amendment No. 4 to Schedule 13D is being filed jointly on behalf of the following persons (collectively,
the
Reporting Persons
): (i) Francisco Partners IV, L.P., a Cayman Islands exempted limited partnership (
FP I
V
), (ii) Francisco Partners IV-A, L.P., a Cayman Islands exempted limited partnership
(
FP IV-A
), (iii) Francisco Partners GP IV, L.P., a Cayman Islands exempted limited partnership (
FP GP IV
), and (iv) Francisco Partners GP IV Management Limited, a Cayman Islands exempted company (
FP GP
Management
and collectively with FP IV, FP IV-A, FP GP IV and their affiliates,
Francisco Partners
), to supplement and amend the Schedule 13D filed on behalf of the Reporting Persons on May 9, 2016, as amended on
June 14, 2016, August 15, 2016 and August 26, 2016. Each item below amends and supplements the information disclosed under the corresponding item of Schedule 13D. Capitalized terms defined in the Schedule 13D are used herein with their defined
meaning.
Item 3.
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Source and Amount of Funds or Other Consideration
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The response set forth in Item 3 of the Schedule 13D
is hereby amended and supplemented by the following:
In a series of transactions on September 9, 2016, the Reporting Persons acquired 53,173 shares of
Common Stock for approximately $86,713 in investment capital, excluding brokerage commissions and fees, at prices per share ranging from $1.63 to $1.65, inclusive, for a weighted average price per share of $1.6308. In a series of transactions on
September 12, 2016, the Reporting Persons acquired 600 shares of Common Stock for approximately $990 in investment capital, excluding brokerage commissions and fees, at a price per share of $1.65. In a series of transactions on September 13, 2016,
the Reporting Persons acquired 18,370 shares of Common Stock for approximately $31,064 in investment capital, excluding brokerage commissions and fees, at prices per share ranging from $1.65 to $1.70, inclusive, for a weighted average price per
share of $1.691. The Reporting Persons undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares purchased or sold at each separate price. The source of
funds for this consideration was the available capital of Francisco Partners, which may, at any given time, include borrowings under a working capital line of credit with First Republic Bank or capital contributions from investors in the Francisco
Partners funds, each in the ordinary course of business.
Item 5.
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Interest in Securities of the Issuer
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The response set forth in Item 5 of the Schedule 13D is hereby
amended and supplemented by the following:
Based on the information set forth in the Companys Registration Statement on Form S-3, filed with the
Securities and Exchange Commission on August 30, 2016, there were 22,344,064 shares of the Common Stock issued and outstanding as of August 26, 2016.
FP IV directly owns 2,414,050 shares of Common Stock and 33,306 shares of Preferred Stock, convertible at any time at FP IVs option into 7,492,369
shares of Common Stock. FP IV-A directly owns 1,209,972 shares of Common Stock and 16,694 shares of Preferred Stock, convertible at any time at FP IV-As option into 3,755,408 shares of Common Stock.
As a result, (i) FP IV beneficially owns 9,906,419 shares of Common Stock, or 29.5% of the Common Stock deemed issued and outstanding as of the Filing Date,
(ii) FP IV-A beneficially owns 4,965,380 shares of Common Stock, or 14.8% of the Common Stock deemed issued and outstanding as of the Filing Date, (iii) FP GP IV beneficially owns 14,871,799 shares of Common Stock, or 44.3% of the Common Stock
deemed issued and outstanding as of the Filing Date, and (iv) FP GP Management owns 14,871,799 shares of Common Stock, or 44.3% of the Common Stock deemed issued and outstanding as of the Filing Date.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 13, 2016
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FRANCISCO PARTNERS IV, L.P.
By:
Francisco Partners GP IV, L.P., its General Partner
By: Francisco Partners GP IV Management Limited, its General Partner
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By:
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/s/ Ezra Perlman
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Name:
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Ezra Perlman
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Title:
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Co-President
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FRANCISCO PARTNERS IV-A, L.P.
By:
Francisco Partners GP IV, L.P., its General Partner
By: Francisco Partners GP IV Management Limited, its General Partner
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By:
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/s/ Ezra Perlman
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Name:
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Ezra Perlman
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Title:
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Co-President
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FRANCISCO PARTNERS GP IV, L.P.
By:
Francisco Partners GP IV Management Limited, its General Partner
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By:
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/s/ Ezra Perlman
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Name:
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Ezra Perlman
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Title:
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Co-President
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FRANCISCO PARTNERS GP IV MANAGEMENT
LIMITED
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By:
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/s/ Ezra Perlman
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Name:
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Ezra Perlman
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Title:
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Co-President
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