sales or in privately-negotiated transactions; or
(iii) acquiring additional shares of the Common Stock in the open market,
upon the exercise of options or in privately-negotiated transactions. The reporting person is listed as a prospective
selling stockholder in a prospectus included in a Form S-1 Registration Statement
filed by the issuer on August 26, 2009 (File No. 333-161549). Except as set
forth above the reporting person has not as yet determined which of the
courses of action specified in this paragraph he may ultimately take.
Except as set forth
above, the reporting person has no other existing plan or proposal which
relates to or would result in any of the matters enumerated in clauses (a)
through (j), inclusive, of Item 4 of Schedule 13D. Notwithstanding the above, the reporting
person may, in his capacity as an executive officer and/or director of the
issuer, have plans or proposals relating to items (a) through (j) above and
to such extent the reporting person declines to indicate such plans or
proposals, and disclaims any obligation to update such disclosure, except to
the extent they derive from his status as a stockholder instead of an
executive officer and/or director.
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(a)
As of August 15, 2009, the
reporting person beneficially owns, within the meaning of Rule 13d-3 under
the Exchange Act, an aggregate of 3,121,237 shares of Common Stock, which
includes 3,121,137 shares issuable upon the exercise of options that are
exercisable within 60 days of August 15, 2009. Accordingly, the reporting person
beneficially owns 5.5% of the outstanding shares of Common Stock, based upon 53,333,361
shares outstanding as of August 15, 2009 (as reported in the issuers
Form S-1 filed on August 26, 2009).
(b)
As of August 15, 2009, the
reporting person has sole power to vote or dispose of 3,121,237 shares of
Common Stock, which includes 3,121,137 shares issuable upon the exercise of
options that are exercisable within 60 days of August 15, 2009.
(c)
On April 14, 2009, the reporting person
acquired as compensation an option to purchase up to an aggregate of 666,666
shares of Common Stock at an exercise price of $10.50 per share under the
issuers 2009 Stock Incentive Plan (2009 Plan). Subject to the reporting persons
continuing service, this option vests and becomes exercisable as follows: (i)
25% of the option vests on the first anniversary of the vesting commencement
date, (ii) an additional 2% of the option vests on each monthly anniversary
of the vesting commencement date for the thirty-three months following the
first anniversary of the vesting commencement date and (iii) an additional 3%
of the option vests on each of the 46th, 47th and 48th monthly anniversaries
of the vesting commencement date. The vesting commencement date for this
option is April 14, 2009.
On April 15, 2009, the
reporting person purchased 100 shares of Common Stock at a price of $10.50
per share. This transaction represents
the ceremonial first purchase of shares of Common Stock upon the issuers
commencement of trading on the New York Stock Exchange. The reporting person acquired these shares
using personal funds.
On April 20, 2009, at
the closing of the issuers initial public offering of Common Stock pursuant
to the issuers registration statement on Form S-1 (File No. 333-156408)
filed on December 22, 2008:
·
The reporting person acquired 290,723 shares of
Common Stock upon the optional conversion of 128,333 shares of Series A Convertible
Preferred Stock;
·
The reporting person acquired 55,267 shares of
Common Stock at a price of $0.315 per share upon the exercise of a stock
option, using personal funds; and
·
The reporting person sold 345,990 shares of Common
Stock at a price of $9.8175 per share to the underwriters as part of the
issuers initial public offering.
Acceleration of exit options.
In 2006 and 2007, the reporting person
was awarded stock options to purchase an aggregate of 3,270,292 shares of
Common Stock, of which 1,397,030 shares in the aggregate were
exit-vested. Under their original
terms, the exit-vested portions of the options were scheduled to vest upon
(i) a change in control of the issuer (as defined in the option agreements)
or (ii) a liquidity event (as defined in the option agreements), subject in
each case to the reporting persons continued service through the date of the
change in control or liquidity event. Additionally, for vesting to occur,
Warburg Pincus must have received proceeds from such change in control or
liquidity event that were equal to or greater than, as of the date of the
transaction, four times the aggregate purchase price that Warburg Pincus paid
for the equity securities being sold. Under the original terms of the
options, the exit-vested portions of the options scheduled to vest upon a
liquidity event were determined in each case by multiplying the number of
shares underlying the exit-vested portion of the option by the relative
percentage of the issuers equity securities that Warburg Pincus sold in
connection with the liquidity event.
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