- Statement of Ownership (SC 13G)
February 12 2010 - 3:42PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
(Name
of Issuer)
Common Stock, $.001 par value per
share
(Title
of Class of Securities)
(CUSIP
Number)
(Date
of Event Which Requires Filing of this Statement)
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)
*The
remainder of this cover page shall be filled out for a reporting person’s
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).
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spectrum
Equity Investors V, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
16,754,952
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
16,754,952
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,754,952
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.5%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spectrum
Equity Associates V, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
16,754,952
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
16,754,952
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,754,952
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.5%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SEA
V Management, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
16,754,952
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
16,754,952
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,754,952
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.5%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spectrum V
Investment Managers
’
Fund,
L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
16,754,952
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
16,754,952
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,754,952
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.5%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SEI
III Entrepreneurs
’
Fund,
L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
6,468,199
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
6,468,199
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,468,199
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.2%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SEI
III Entrepreneurs
’
LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
6,468,199
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
6,468,199
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,468,199
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.2%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spectrum
Equity Investors III, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
6,468,199
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
6,468,199
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,468,199
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.2%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spectrum
Equity Associates III, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
6,468,199
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
6,468,199
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,468,199
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.2%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spectrum
III Investment Managers
’
Fund,
L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
6,468,199
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
6,468,199
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,468,199
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.2%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brion
B. Applegate
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
11,575
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
23,223,151
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
11,575
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
23,223,151
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,234,726
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
54.7%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William
P. Collatos
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
5,781
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
23,223,151
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
5,781
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
23,223,151
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,228,932
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
54.7%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Benjamin
M. Coughlin
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
16,754,952
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
16,754,952
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,754,952
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.5%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Randy
J. Henderson
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
1,446
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
23,223,151
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
1,446
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
23,223,151
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,224,597
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
54.7%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael
J. Kennealy
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
16,754,952
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
16,754,952
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,754,952
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.5%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kevin
J. Maroni
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
23,223,151
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
23,223,151
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,223,151
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
54.7%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christopher
T. Mitchell
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
16,754,952
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
16,754,952
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,754,952
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.5%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Victor
E. Parker, Jr.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
16,754,952
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
16,754,952
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,754,952
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.5%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item
1(a).
|
Name
of Issuer
:
Ancestry.com
Inc. (the “
Issuer
”).
|
Item
1(b).
|
Address of Issuer’s
Principal Executive Offices
:
360
West 4800 North, Provo, UT
84604.
|
Item 2(a).
|
Names
of Persons Filing
:
This
statement is being filed by Spectrum Equity Investors III, L.P. (“
SEI III
”);
Spectrum Equity Associates III, L.P. (“
SEA III
”),
which is the sole general partner of SEI III; Spectrum III Investment
Managers’ Fund, L.P. (“
IMF III
”); SEI
III Entrepreneurs’ Fund, L.P. (“
Entrepreneurs
III
”); SEI III Entrepreneurs’ LLC (“
SEI
Entrepreneurs
” and, together with SEI III, SEA III, IMF III,
Entrepreneurs III, and SEI Entrepreneurs, the “
Fund III
Entities
”), which is the sole general partner of Entrepreneurs III;
Brion B. Applegate (“
Applegate
”),
William P. Collatos (“
Collatos
”),
Randy J. Henderson (“
Henderson
”),
and Kevin J. Maroni (“
Maroni
” and,
together with Applegate, Collatos, and Henderson, the “
Fund III
Managers
”), who are the individual general partners of SEA III and
IMF III and the individual managing directors of SEI Entrepreneurs;
Spectrum Equity Investors V, L.P. (“
SEI V
”);
Spectrum Equity Associates V, L.P. (“
SEA V
”), which
is the sole general partner of SEI V; Spectrum V Investment Managers’
Fund, L.P. (“
IMF
V
”); SEA V Management, LLC (“
SEA V
Management
” and, together with SEI V, SEA V, and IMF V, the “
Fund V
Entities
”), which is the sole general partner of SEA V and the sole
general partner of IMF V; Benjamin M. Coughlin (“
Coughlin
”),
Michael J. Kennealy (“
Kennealy
”),
Christopher T. Mitchell (“
Mitchell
”), and
Victor E. Parker, Jr. (“
Parker
” and,
together with the Fund III Managers, Coughlin, Kennealy, and Mitchell, the
“
Fund V
Managers
” or the “
Managers
”). The Fund
V Managers are the individual managing directors of SEA V Management. The
persons and entities named in this paragraph are referred to individually
herein as a “
Reporting
Person
” and collectively as the “
Reporting
Persons
.”
|
Item 2(b).
|
Address
of Principal Business Office or, if None, Residence
:
The address of the
principal business office of Collatos, Kennealy, Maroni, and Mitchell is
Spectrum Equity Investors, One International Place, 29
th
Floor, Boston, MA 02110. The address of the principal business
office of SEI III, SEA III, IMF III, Entrepreneurs III, SEI Entrepreneurs,
SEI V, SEA V, IMF V, SEA V Management, Applegate, Coughlin, Henderson, and
Parker is Spectrum Equity Investors, 333 Middlefield Road, Suite 200,
Menlo Park, CA 94025.
|
Item 2(c).
|
Citizenship
:
Each of SEI
III, SEA III, IMF III, Entrepreneurs III, SEI V, IMF V, and SEA V is a
limited partnership organized under the laws of the State of
Delaware. Each of SEI Entrepreneurs and SEA V Management is a
limited liability company organized under the laws of the State of
Delaware. Each of the Managers is a United States of America
citizen.
|
Item 2(d).
|
Title
of Class of Securities
:
Common
Stock, $.001 par value (“
Common
Stock
”).
|
Item 2(e).
|
CUSIP
Number
:
032803108.
|
Item
3.
|
If this statement is
filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person
filing is a
:
|
|
(a)
|
Amount
Beneficially Owned: SEI III is the record owner
of 5,950,719 shares of Common Stock as of December 31, 2009
(the “
SEI III
Shares
”). As the sole general partner of SEI III, SEA
III may be deemed to own beneficially the SEI III
Shares. As
|
|
|
the
individual general partners of SEA III, each of the Fund III Managers may
also be deemed to own beneficially the SEI III Shares. IMF III
is the record owner of 99,997 shares of Common Stock as of December 31,
2009 (the “
IMF
III Shares
”). As the individual general partners of IMF
III, each of the Fund III Managers may also be deemed to own beneficially
the SEI III Shares. Entrepreneurs III is the record owner of
417,483 shares of Common Stock as of December 31, 2009 (the “
Entrepreneurs III
Shares
” and, together with the SEI III Shares and the IMF III
Shares, the “
Fund III
Shares
”). As the sole general partner of Entrepreneurs
III, SEI Entrepreneurs may be deemed to own beneficially the Entrepreneurs
III Shares. As the individual managing directors of SEI
Entrepreneurs, each of the Fund III Managers may also be deemed to own
beneficially the Entrepreneurs III Shares. By virtue of their
relationship as affiliated entities, whose controlling entities have
overlapping individual controlling persons, each of the Fund III Entities
may be deemed to share the power to direct the disposition and vote of the
Fund III Shares for an aggregate of 6,468,199
shares.
|
|
|
SEI
V is the record owner of 16,676,204 shares of Common Stock as of December
31, 2009 (the “
SEI V
Shares
”). As the sole general partner of SEI V, SEA V
may be deemed to own beneficially the SEI V Shares. IMF V is
the record owner of 78,748 shares of Common Stock as of December 31, 2009
(the “
IMF V
Shares
” and, together with the SEI V Shares, the “
Fund V Shares
”
and together with the Fund III Shares, the “
Firm
Shares
”). As the sole general partner of SEA V and the
sole general partner of IMF V, SEA V Management may be deemed to own
beneficially the Fund V Shares. As the individual managing
directors of SEA V Management, each of the Fund V Managers may also be
deemed to own beneficially the Fund V Shares. By virtue
of their relationship as affiliated entities, whose controlling entities
have overlapping individual controlling persons, each of the Fund V
Entities may be deemed to share the power to direct the disposition and
vote of the Fund V Shares for an aggregate of 16,754,952
shares.
Applegate
is the record owner of 11,575 shares of Common Stock as of December 31,
2009 (the “
Applegate
Shares
”). Accordingly, Applegate may be deemed to be the
beneficial owner of the Applegate Shares in addition to the Firm Shares
for a total of 23,234,726 shares of Common Stock.
Collatos
is the record owner of 5,781 shares of Common Stock as of December 31,
2009 (the “
Collatos
Shares
”). Accordingly, Collatos may be deemed to be the
beneficial owner of the Collatos Shares in addition to the Firm Shares for
a total of 23,228,932 shares of Common Stock.
Henderson
is the record owner of 1,446 shares of Common Stock as of December 31,
2009 (the “
Henderson
Shares
”). Accordingly, Henderson may be deemed to be the
beneficial owner of the Henderson Shares in addition to the Firm Shares
for a total of 23,224,597 shares of Common
Stock.
|
|
(b)
|
Percent
of Class: See Line 11 of cover sheets. The percentages set
forth on the cover sheets for each Reporting Person are calculated based
on 42,462,195 shares of Common Stock reported by the Issuer to be
outstanding as of February 9,
2010.
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
sole
power to vote or to direct the vote: See Line 5 of cover
sheets.
|
|
(ii)
|
shared
power to vote or to direct the vote: See Line 6 of cover
sheets.
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: See Line 7 of
cover sheets.
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: See Line 8 of cover
sheets.
|
|
Each
Reporting Person disclaims beneficial ownership of such shares of Common
Stock except for the shares, if any, such Reporting Person holds of
record.
|
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
.
|
|
Not
applicable. This statement on Schedule 13G is not filed
pursuant to Rule 13d-1(b) or Rule
13d–1(c).
|
SIGNATURE
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Date:
February 12,
2010
Spectrum
Equity Investors V, L.P.
By:
|
Spectrum
Equity Associates V, L.P.
its general partner
|
|
By:
|
SEA
V Management, LLC
its
general partner
|
|
By:
|
*
Randy
J. Henderson
Managing
Director
|
Spectrum
Equity Associates V, L.P.
By:
|
SEA
V Management, LLC
its general partner
|
|
By:
|
*
Randy
J. Henderson
Managing
Director
|
SEA
V Management, LLC
By:
|
*
Randy
J. Henderson
Managing
Director
|
Spectrum
V Investment Managers’ Fund, L.P.
By:
|
SEA
V Management, LLC
its general partner
|
|
By:
|
*
Randy
J. Henderson
Managing
Director
|
Spectrum
Equity Investors III, L.P.
By:
|
Spectrum
Equity Associates III, L.P.
its general partner
|
|
By:
|
*
Randy
J. Henderson
General
Partner
|
Spectrum
Equity Associates III, L.P.
By:
|
*
Randy
J. Henderson
General
Partner
|
Spectrum
III Investment Managers’ Fund, L.P.
By:
|
*
Randy
J. Henderson
General
Partner
|
SEI
III Entrepreneurs’ Fund, L.P.
By:
|
SEI
III Entrepreneurs’ LLC
its general partner
|
|
By:
|
*
Randy
J. Henderson
Managing
Director
|
SEI
III Entrepreneurs’ LLC
By:
|
*
Randy
J. Henderson
Managing
Director
|
*
Christopher T. Mitchell
|
|
|
*By:
/s/ Randy J. Henderson
Randy
J. Henderson
As
attorney-in-fact
|
This
Schedule 13G was executed by Randy J. Henderson on behalf of the
individuals listed above pursuant to a Power of Attorney, a copy of which is
attached as
Exhibit
2
.
EXHIBIT
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, the undersigned hereby agree that only one
statement containing the information required by Schedule 13G need be filed
with respect to the ownership by each of the undersigned of shares of stock of
Ancestry.com Inc.
EXECUTED
this 12
th
day
of February, 2010.
Spectrum
Equity Investors V, L.P.
By:
|
Spectrum
Equity Associates V, L.P.
its general partner
|
|
By:
|
SEA
V Management, LLC
its
general partner
|
|
By:
|
*
Randy
J. Henderson
Managing
Director
|
Spectrum
Equity Associates V, L.P.
By:
|
SEA
V Management, LLC
its general partner
|
|
By:
|
*
Randy
J. Henderson
Managing
Director
|
SEA
V Management, LLC
By:
|
*
Randy
J. Henderson
Managing
Director
|
Spectrum
V Investment Managers’ Fund, L.P.
By:
|
SEA
V Management, LLC
its general partner
|
|
By:
|
*
Randy
J. Henderson
Managing
Director
|
Spectrum
Equity Investors III, L.P.
By:
|
Spectrum
Equity Associates III, L.P.
its general partner
|
|
By:
|
*
Randy
J. Henderson
General
Partner
|
Spectrum
Equity Associates III, L.P.
By:
|
*
Randy
J. Henderson
General
Partner
|
Spectrum
III Investment Managers’ Fund, L.P.
By:
|
*
Randy
J. Henderson
General
Partner
|
SEI
III Entrepreneurs’ Fund, L.P.
By:
|
SEI
III Entrepreneurs’ LLC
its general partner
|
|
By:
|
*
Randy
J. Henderson
Managing
Director
|
SEI
III Entrepreneurs’ LLC
By:
|
*
Randy
J. Henderson
Managing
Director
|
*
Christopher T. Mitchell
|
|
|
*By:
/s/ Randy J. Henderson
Randy
J. Henderson
As
attorney-in-fact
|
This
Agreement was executed by Randy J. Henderson on behalf of the individuals listed
above pursuant to a Power of Attorney, a copy of which is attached as
Exhibit
2
.
EXHIBIT
2
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that
the undersigned hereby constitutes and appoints Brion B. Applegate, William P.
Collatos and Randy J. Henderson, and each of them, with full power to act
without the others, his true and lawful attorney-in-fact, with full power of
substitution, to sign any and all instruments, certificates and documents that
may be necessary, desirable or appropriate to be executed on behalf of himself
as an individual or in his capacity as a direct or indirect general partner,
director, officer or manager of any partnership, corporation or limited
liability company, pursuant to section 13 or 16 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and any and all regulations
promulgated thereunder, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission, and with any other entity when and if such is mandated by the
Exchange Act or by the Financial Industry Regulatory Authority, granting unto
said attorney-in-fact full power and authority to do and perform each and every
act and thing necessary, desirable or appropriate, fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming all
that said attorney-in-fact, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, this Power of
Attorney has been signed as of the 17
th
day
of February, 2009.
|
/s/ Brion B. Applegate
Brion
B. Applegate
/s/ William P. Collatos
William
P. Collatos
/s/ Benjamin M. Coughlin
Benjamin
M. Coughlin
/s/ Randy J. Henderson
Randy
J. Henderson
/s/ Michael J. Kennealy
Michael
J. Kennealy
/s/ Kevin J. Maroni
Kevin
J. Maroni
/s/ Christopher T. Mitchell
Christopher
T. Mitchell
/s/ Victor E. Parker, Jr.
Victor
E. Parker, Jr.
|
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