SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Trupanion,
Inc.
(Name of
Issuer)
Common Stock Par Value $0.00001
(Title of
Class of Securities)
898202106
(CUSIP Number)
December 31, 2017
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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 disclosures provided in a prior cover page.
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).
(Continued on following pages)
Page
1
of 14 Pages
Exhibit Index Contained on Page 12
CUSIP NO. 898202106
|
13 G
|
Page
2
of 14
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maveron
Equity Partners III, L.P. (“MEP III”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,164,898 shares, except that Maveron General Partner III LLC (“Maveron GP III”), the general partner of MEP III, may be deemed to have sole power to vote these shares, and Dan Levitan (“Levitan”), Clayton Lewis (“Lewis”) and Pete McCormick (“McCormick”), the managing members of Maveron GP III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
2,164,898 shares, except that Maveron GP III, the general partner of MEP III, may be deemed to have sole power to dispose of these shares, and Levitan, Lewis and McCormick, the managing members of Maveron GP III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,164,898
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
1
|
12
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
1
Based on 30,039,804 shares of Common Stock outstanding
on October 26, 2017, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 3,
2017.
CUSIP NO. 898202106
|
13 G
|
Page
3
of 14
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maveron
III Entrepreneurs’ Fund, L.P. (“Maveron-Entrepreneurs’”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
91,851 shares, except that Maveron GP III, the general partner of Maveron-Entrepreneurs’, may be deemed to have sole power to vote these shares, and Levitan, Lewis and McCormick, the managing members of Maveron GP III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
91,851 shares, except that Maveron GP III, the general partner Maveron-Entrepreneurs’, may be deemed to have sole power to dispose of these shares, and Levitan, Lewis and McCormick, the managing members of Maveron GP III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,851
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
1
|
12
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
1
Based on 30,039,804 shares of Common Stock outstanding
on October 26, 2017, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 3,
2017.
CUSIP NO. 898202106
|
13 G
|
Page
4
of 14
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MEP
Associates III, L.P. (“Maveron-Associates”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
296,837 shares, except that Maveron GP III, the general partner of Maveron-Associates, may be deemed to have sole power to vote these shares, and Levitan, Lewis and McCormick, the managing members of Maveron GP III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
296,837 shares, except that Maveron GP III, the general partner Maveron- Associates, may be deemed to have sole power to dispose of these shares, and Levitan, Lewis and McCormick, the managing members of Maveron GP III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
296,837
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
1
|
12
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
1
Based on 30,039,804 shares of Common Stock outstanding
on October 26, 2017, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 3,
2017.
CUSIP NO. 898202106
|
13 G
|
Page
5
of 14
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maveron
General Partner III LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,553,586 shares, of which 2,164,898 shares are directly owned by MEP III, 91,851 shares are directly owned by Maveron-Entrepreneurs’, and 296,837 are directly owned by Maveron-Associates. Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, may be deemed to have sole power to vote these shares, and Levitan, Lewis and McCormick, the managing members of Maveron GP III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
2,553,586 shares, of which 2,164,898 shares are directly owned by MEP III, 91,851 shares are directly owned by Maveron-Entrepreneurs’, and 296,837 are directly owned by Maveron-Associates. Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, may be deemed to have sole power to dispose of these shares, and Levitan, Lewis and McCormick, the managing members of Maveron GP III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,553,586
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.5%
1
|
12
|
TYPE OF REPORTING PERSON*
OO
|
|
|
|
|
1
Based on 30,039,804 shares of Common Stock outstanding
on October 26, 2017, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 3,
2017.
CUSIP NO. 898202106
|
13 G
|
Page
6
of 14
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maveron
LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
3,722 shares, and Levitan, the managing member of Maveron LLC, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
3,722 shares, and Levitan, the managing member of Maveron LLC, may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,722
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
1
|
12
|
TYPE OF REPORTING PERSON*
OO
|
|
|
|
|
1
Based on 30,039,804 shares of Common Stock outstanding
on October 26, 2017, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 3,
2017.
CUSIP NO. 898202106
|
13 G
|
Page
7
of 14
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dan Levitan
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
116,569 shares (including 33,170 shares that are subject to stock options exercisable by Levitan within 60 days of the date of this filing), of which 3,722 are directly owned by Maveron LLC, and Levitan, the managing member of Maveron LLC, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
2,553,586 shares, of which 2,164,898 shares are directly owned by MEP III, 91,851 shares are directly owned by Maveron-Entrepreneurs’, and 296,837 are directly owned by Maveron-Associates. Levitan is a managing member of Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
116,569 shares (including 33,170 shares that are subject to stock options exercisable by Levitan within 60 days of the date of this filing), of which 3,722 are directly owned by Maveron LLC, and Levitan, the managing member of Maveron LLC, may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER.
2,553,586 shares, of which 2,164,898 shares are directly owned by MEP III, 91,851 shares are directly owned by Maveron-Entrepreneurs’, and 296,837 are directly owned by Maveron-Associates. Levitan is a managing member of Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,670,155
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9%
1
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
1
Based on 30,039,804 shares of Common Stock outstanding
on October 26, 2017, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 3,
2017.
CUSIP NO. 898202106
|
13 G
|
Page
8
of 14
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Clayton
Lewis
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
4,916 shares
|
6
|
SHARED VOTING POWER
2,553,586 shares, of which 2,164,898 shares are directly owned by MEP III, 91,851 shares are directly owned by Maveron-Entrepreneurs’, and 296,837 are directly owned by Maveron-Associates. Lewis is a managing member of Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
4,916 shares
|
8
|
SHARED DISPOSITIVE POWER
2,553,586 shares, of which 2,164,898 shares are directly owned by MEP III, 91,851 shares are directly owned by Maveron-Entrepreneurs’, and 296,837 are directly owned by Maveron-Associates. Lewis is a managing member of Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,558,502
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.5%
1
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
1
Based on 30,039,804 shares of Common Stock outstanding
on October 26, 2017, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 3,
2017.
CUSIP NO. 898202106
|
13 G
|
Page
9
of 14
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pete
McCormick
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,050 shares
|
6
|
SHARED
VOTING POWER
2,553,586 shares, of which 2,164,898 shares are directly owned by MEP
III, 91,851 shares are directly owned by Maveron-Entrepreneurs’, and 296,837 are directly owned by
Maveron-Associates. McCormick is a managing member of Maveron GP III, the general partner of MEP III,
Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
2,050 shares
|
8
|
SHARED DISPOSITIVE POWER
2,553,586 shares, of which 2,164,898 shares are directly owned by MEP III, 91,851 shares are directly owned by Maveron-Entrepreneurs’, and 296,837 are directly owned by Maveron-Associates. McCormick is a managing member of Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,555,636
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.5%
1
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
1
Based on 30,039,804 shares of Common Stock outstanding
on October 26, 2017, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 3,
2017.
CUSIP NO. 898202106
|
13 G
|
Page
10
of 14
|
This Amendment No. 3 amends the Statement
on Schedule 13G previously filed by Maveron Equity Partners III, L.P., a Delaware limited partnership (“MEP III”),
Maveron III Entrepreneurs’ Fund, L.P., a Delaware limited partnership (“Maveron-Entrepreneurs’”), MEP Associates
III, L.P., a Delaware limited partnership (“Maveron-Associates”), Maveron General Partner III LLC, a Delaware limited
liability company (“Maveron GP III”), and Dan Levitan (“Levitan”), Clayton Lewis (“Lewis”)
and Pete McCormick (“McCormick”). The foregoing entities and individuals and Maveron LLC are collectively referred
to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment
No. 3.
|
ITEM 4.
|
OWNERSHIP
The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement
is provided as of December 31, 2017.
|
|
(a)
|
Amount beneficially owned
:
See Row 9 of cover page for each Reporting Person.
|
|
(b)
|
Percent of Class
:
See Row 11 of cover page for each Reporting Person.
|
|
(c)
|
Number of shares as to which such person has
:
|
|
(i)
|
Sole power to vote or to direct the vote
:
See Row 5 of cover page for each Reporting Person.
|
|
(ii)
|
Shared power to vote or to direct the vote
:
|
See Row 6 of cover page for each
Reporting Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of
:
|
See Row 7 of cover page for each
Reporting Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of
:
See Row 8 of cover page for each Reporting Person.
|
CUSIP NO. 898202106
|
13 G
|
Page
11
of 14
|
SIGNATURES
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2018
MAVERON EQUITY PARTNERS III, L.P.
|
/s/ Pete McCormick
|
By Maveron General Partner III LLC,
|
Signature
|
Its General Partner
|
|
|
Pete McCormick, Managing Member
|
|
|
|
|
MAVERON III ENTREPRENEURS’ FUND, L.P.
|
/s/ Pete McCormick
|
By Maveron General Partner III LLC,
|
Signature
|
Its General Partner
|
|
|
Pete McCormick, Managing Member
|
|
|
|
|
MEP ASSOCIATES III, L.P.
|
/s/ Pete McCormick
|
By Maveron General Partner III LLC,
|
Signature
|
Its General Partner
|
|
|
Pete McCormick, Managing Member
|
|
|
|
|
MAVERON GENERAL PARTNER III LLC
|
/s/ Pete McCormick
|
|
Signature
|
|
|
|
Pete McCormick, Managing Member
|
|
|
MAVERON LLC
|
/s/ Pete McCormick
|
|
Signature
|
|
|
|
Pete McCormick, Managing Director
|
|
|
|
|
DAN LEVITAN
|
/s/ Pete McCormick
|
|
Signature
|
|
|
|
Pete McCormick, Attorney-In-Fact
|
|
|
|
|
CLAYTON LEWIS
|
/s/ Pete McCormick
|
|
Signature
|
|
|
|
Pete McCormick, Attorney-In-Fact
|
|
|
|
|
PETE MCCORMICK
|
/s/ Pete McCormick
|
|
Signature
|
CUSIP NO. 898202106
|
13 G
|
Page
12
of 14
|
EXHIBIT INDEX
|
|
Found on Sequentially
|
Exhibit
|
|
Numbered Page
|
|
|
|
Exhibit A: Agreement of Joint Filing
|
|
13
|
|
|
|
Exhibit B: Power of Attorney
|
|
14
|
CUSIP NO. 898202106
|
13 G
|
Page
13
of 14
|
exhibit A
Agreement of Joint
Filing
The Reporting Persons
hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Potbelly Corporation shall be
filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file
with the appropriate agencies.
CUSIP NO. 898202106
|
13 G
|
Page
14
of 14
|
EXHIBIT B
Power
of Attorney
Pete McCormick has signed this Schedule 13G
as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.
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