Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 6:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 5)*
MobileIron, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
60739U204
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*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).
CUSIP No. 60739U204
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Page 2 of 17 Pages
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1.
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Names of Reporting Persons.
Storm Ventures Fund III, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
9,380,766 (1)
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
9,380,766 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,380,766 (1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
8.4% (2)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1)
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Storm Venture Associates III, L.L.C. (“SVA LLC”) is the general partner of Storm Ventures Fund III, L.P. (“SV III”) and Storm Ventures Affiliates Fund III, L.P. (“SVA III”) and the managing member of Storm Ventures Principals Fund III, L.L.C. (“SVP III”) and, as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of record by each such fund. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of SVA LLC and, as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of record by each of SV III, SVA III and SVP III.
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(2)
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Based on 112,030,673 shares of the Issuer’s common stock outstanding as of October 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019.
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CUSIP No. 60739U204
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Page 3 of 17 Pages
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1.
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Names of Reporting Persons.
Storm Ventures Affiliates Fund III, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
513,108 (1)
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
513,108 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
513,108 (1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
0.5% (2)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1)
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SVA LLC is the general partner of SV III and SVA III and the managing member of SVP III and as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of record by each such fund. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of SVA LLC and, as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of record by each of SV III, SVA III and SVP III.
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(2)
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Based on 112,030,673 shares of the Issuer’s common stock outstanding as of October 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019.
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CUSIP No. 60739U204
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Page 4 of 17 Pages
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1.
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Names of Reporting Persons.
Storm Ventures Principals Fund III, L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
-0-
|
6.
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Shared Voting Power
290,602 (1)
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
290,602 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
290,602 (1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
0.3% (2)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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SVA LLC is the general partner of SV III and SVA III and the managing member of SVP III and, as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of record by each such fund. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of SVA LLC and, as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of record by each of SV III, SVA III and SVP III.
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(2)
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Based on 112,030,673 shares of the Issuer’s common stock outstanding as of October 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019.
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CUSIP No. 60739U204
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Page 5 of 17 Pages
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1.
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Names of Reporting Persons.
Storm Ventures Fund IV, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
|
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4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
-0-
|
6.
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Shared Voting Power
582,101 (1)
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
582,101 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
582,101 (1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
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11.
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Percent of Class Represented by Amount in Row (9)
0.5% (2)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1)
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Storm Venture Associates IV, L.L.C. (“SVA IV”) is the general partner of Storm Ventures Fund IV, L.P. (“SV IV”) and, as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of record by such fund. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of SVA IV and, as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of record by SV IV.
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(2)
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Based on 112,030,673 shares of the Issuer’s common stock outstanding as of October 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019.
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CUSIP No. 60739U204
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Page 6 of 17 Pages
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1.
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Names of Reporting Persons.
Storm Venture Associates III, L.L.C.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
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|
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(b)
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¨
|
|
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
-0-
|
6.
|
Shared Voting Power
10,369,598 (1)
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7.
|
Sole Dispositive Power
-0-
|
8.
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Shared Dispositive Power
10,369,598 (1)
|
|
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,369,598 (1)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
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Percent of Class Represented by Amount in Row (9)
9.3% (2)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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Consists
of (i) 9,380,766 shares of the Issuer’s common stock held of record by SV III, (ii) 513,108 shares of the
Issuer’s common stock held of record by SVA III, (iii) 290,602 shares of the Issuer’s common stock held of record
by SVP III, (iv) 64,135 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days
after December 31, 2019 upon the exercise of stock options granted to him for his services as a director of the Issuer, the
voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms of the management agreement
between Tae Hea Nahm and SVA LLC, and (v) 120,987 shares of the Issuer’s common stock held by SVA LLC following
settlement of restricted stock units that were previously granted to Tae Hea Nahm for his services as a director of the
Issuer. SVA LLC is the general partner of SV III and SVA III and the managing
member of SVP III and, as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common
stock held of record by each such fund. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members
of SVA LLC and, as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock
held of record by each of SV III, SVA III and SVP III and the shares over which SVA LLC may be deemed to have voting and
dispositive control. Each of the managing directors disclaims beneficial ownership of the shares reported herein, except to
the extent of his respective pecuniary interest therein.
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(2)
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Based on
112,094,808 shares of the Issuer’s common stock, which includes (i) 112,030,673 shares of the Issuer’s common
stock outstanding as of October 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the
Securities and Exchange Commission on November 1, 2019, and (ii) 64,135 shares of the Issuer’s common stock that Tae
Hea Nahm has the right to acquire within 60 days after December 31, 2019 upon the exercise of stock options granted to him
for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC
pursuant to the terms of the management agreement between Tae Hea Nahm and SVA LLC.
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CUSIP No. 60739U204
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Page 7 of 17 Pages
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1.
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Names of Reporting Persons.
Storm Venture Associates IV, L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
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|
|
(b)
|
¨
|
|
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
-0-
|
6.
|
Shared Voting Power
591,483 (1)
|
7.
|
Sole Dispositive Power
-0-
|
8.
|
Shared Dispositive Power
591,483 (1)
|
|
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
591,483 (1)
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.5% (2)
|
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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Consists
of (i) 582,101 shares of the Issuer’s common stock held of record by SV IV, (ii) 3,250 shares of the Issuer’s
common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2019 upon the exercise of a stock
option granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed
to belong to SVA IV pursuant to the terms of the management agreement between Tae Hea Nahm and SVA IV, and (iii) 6,132 shares
of the Issuer’s common stock held by SVA IV following settlement of restricted stock units previously granted to Tae
Hea Nahm for his services as a director of the Issuer. SVA IV is the general partner of SV
IV and, as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of
record by such fund. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of SVA IV and, as
such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of record by
SV IV and the shares over which SVA IV may be deemed to have voting and dispositive control. Each of the managing directors
disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest
therein.
|
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(2)
|
Based
on 112,033,923 shares of the Issuer’s common stock, which includes (i) 112,030,673 shares of the Issuer’s common
stock outstanding as of October 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the
Securities and Exchange Commission on November 1, 2019, and (ii) 3,250 shares of the Issuer’s common stock that Tae Hea
Nahm has the right to acquire within 60 days after December 31, 2019 upon the exercise of stock options granted to him for
his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA IV
pursuant to the terms of the management agreement between Tae Hea Nahm and SVA IV.
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CUSIP No. 60739U204
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Page 8 of 17 Pages
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1.
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Names of Reporting Persons.
Tae Hea Nahm
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
|
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4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
-0-
|
6.
|
Shared Voting Power
10,961,081 (1)
|
7.
|
Sole Dispositive Power
-0-
|
8.
|
Shared Dispositive Power
10,961,081 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,961,081 (1)
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.8% (2)
|
|
12.
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Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
Consists
of (i) 9,380,766 shares of the Issuer’s common stock held of record by SV III, (ii) 513,108 shares of the
Issuer’s common stock held of record by SVA III, (iii) 290,602 shares of the Issuer’s common stock held of record
by SVP III, (iv) 582,101 shares of the Issuer’s common stock held of record by SV IV, (v) 64,135 shares of the
Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2019 upon the
exercise of stock options granted to him for his services as a director of the Issuer, the voting and dispositive control of
which may be deemed to belong to SVA LLC pursuant to the terms of the management agreements between Tae Hea Nahm and SVA LLC,
(vi) 3,250 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December
31, 2019 upon the exercise of stock options granted to him for his services as a director of the Issuer, the voting and
dispositive control of which may be deemed to belong to SVA IV pursuant to the terms of the management agreement between Tae
Hea Nahm and SVA IV, (vii) 120,987 shares of the Issuer’s common stock held by SVA LLC following settlement of
restricted stock units previously granted to Tae Hea Nahm, and (viii) 6,132 shares of the Issuer’s common stock held by
SVA IV following settlement of restricted stock units previously granted to Tae Hea Nahm for his services as a director of
the Issuer. SVA LLC is the general partner of
SV III and SVA III and the managing member of SVP III and, as such, may be deemed to have shared power to vote and dispose of
the Issuer’s shares of common stock held of record by each such fund. SVA IV is the general partner of SV IV and, as
such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of record by
such fund. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of each of SVA LLC and SVA
IV and, as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of
record by each of SV III, SVA III, SVP III, and SV IV and the shares over which SVA LLC and SVA IV each may be deemed to have
voting and dispositive control. Each of the managing directors disclaims beneficial ownership of the shares reported herein,
except to the extent of his respective pecuniary interest therein.
|
|
(2)
|
Based
on 112,098,058 shares of the Issuer’s common stock, which includes (i) 112,030,673 shares of the Issuer’s common
stock outstanding as of October 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the
Securities and Exchange Commission on November 1, 2019, (ii) 64,135 shares of the Issuer’s common stock that Tae Hea
Nahm has the right to acquire within 60 days after December 31, 2019 upon the exercise of a stock option granted to him for
his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC
pursuant to the terms of the management agreement between Tae Hea Nahm and SVA LLC, and (iii) 3,250 shares of the
Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2019 upon the
exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of
which may be deemed to belong to SVA IV pursuant to the terms of the management agreement between Tae Hea Nahm and SVA IV.
|
CUSIP No. 60739U204
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Page 9 of 17 Pages
|
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1.
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Names of Reporting Persons.
Ryan Floyd
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|
2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
-0-
|
6.
|
Shared Voting Power
10,961,081 (1)
|
7.
|
Sole Dispositive Power
-0-
|
8.
|
Shared Dispositive Power
10,961,081 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,961,081 (1)
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.8% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
Consists
of (i) 9,380,766 shares of the Issuer’s common stock held of record by SV III, (ii) 513,108 shares of the
Issuer’s common stock held of record by SVA III, (iii) 290,602 shares of the Issuer’s common stock held of record
by SVP III, (iv) 582,101 shares of the Issuer’s common stock held of record by SV IV, (v) 64,135 shares of the
Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2019 upon the
exercise of stock options granted to him for his services as a director of the Issuer, the voting and dispositive control of
which may be deemed to belong to SVA LLC pursuant to the terms of the management agreements between Tae Hea Nahm and SVA LLC,
(vi) 3,250 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December
31, 2019 upon the exercise of stock options granted to him for his services as a director of the Issuer, the voting and
dispositive control of which may be deemed to belong to SVA IV pursuant to the terms of the management agreement between Tae
Hea Nahm and SVA IV, (vii) 120,987 shares of the Issuer’s common stock held by SVA LLC following settlement of
restricted stock units previously granted to Tae Hea Nahm, and (viii) 6,132 shares of the Issuer’s common stock held by
SVA IV following settlement of restricted stock units previously granted to Tae Hea Nahm for his services as a director of
the Issuer. SVA LLC is the general partner of
SV III and SVA III and the managing member of SVP III and, as such, may be deemed to have shared power to vote and dispose of
the Issuer’s shares of common stock held of record by each such fund. SVA IV is the general partner of SV IV and, as
such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of record by
such fund. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of each of SVA LLC and SVA
IV and, as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of
record by each of SV III, SVA III, SVP III, and SV IV and the shares over which SVA LLC and SVA IV each may be deemed to have
voting and dispositive control. Each of the managing directors disclaims beneficial ownership of the shares reported herein,
except to the extent of his respective pecuniary interest therein.
|
|
(2)
|
Based on
112,098,058 shares of the Issuer’s common stock, which includes (i) 112,030,673 shares of the Issuer’s common
stock outstanding as of October 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the
Securities and Exchange Commission on November 1, 2019, (ii) 64,135 shares of the Issuer’s common stock that Tae Hea
Nahm has the right to acquire within 60 days after December 31, 2019 upon the exercise of a stock option granted to him for
his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC
pursuant to the terms of the management agreement between Tae Hea Nahm and SVA LLC, and (iii) 3,250 shares of the
Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2019 upon the
exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of
which may be deemed to belong to SVA IV pursuant to the terms of the management agreement between Tae Hea Nahm and SVA IV.
|
CUSIP No. 60739U204
|
Page 10 of 17 Pages
|
|
1.
|
Names of Reporting Persons.
M. Alex Mendez
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
-0-
|
6.
|
Shared Voting Power
10,961,081 (1)
|
7.
|
Sole Dispositive Power
-0-
|
8.
|
Shared Dispositive Power
10,961,081 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,961,081 (1)
|
|
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)
9.8% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
Consists
of (i) 9,380,766 shares of the Issuer’s common stock held of record by SV III, (ii) 513,108 shares of the
Issuer’s common stock held of record by SVA III, (iii) 290,602 shares of the Issuer’s common stock held of record
by SVP III, (iv) 582,101 shares of the Issuer’s common stock held of record by SV IV, (v) 64,135 shares of the
Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2019 upon the
exercise of stock options granted to him for his services as a director of the Issuer, the voting and dispositive control of
which may be deemed to belong to SVA LLC pursuant to the terms of the management agreements between Tae Hea Nahm and SVA LLC,
(vi) 3,250 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December
31, 2019 upon the exercise of stock options granted to him for his services as a director of the Issuer, the voting and
dispositive control of which may be deemed to belong to SVA IV pursuant to the terms of the management agreement between Tae
Hea Nahm and SVA IV, (vii) 120,987 shares of the Issuer’s common stock held by SVA LLC following settlement of
restricted stock units previously granted to Tae Hea Nahm, and (viii) 6,132 shares of the Issuer’s common stock held by
SVA IV following settlement of restricted stock units previously granted to Tae Hea Nahm for his services as a director of
the Issue. SVA LLC is the general partner of
SV III and SVA III and the managing member of SVP III and, as such, may be deemed to have shared power to vote and dispose of
the Issuer’s shares of common stock held of record by each such fund. SVA IV is the general partner of SV IV and, as
such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of record by
such fund. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of each of SVA LLC and SVA
IV and, as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of
record by each of SV III, SVA III, SVP III, and SV IV and the shares over which SVA LLC and SVA IV each may be deemed to have
voting and dispositive control. Each of the managing directors disclaims beneficial ownership of the shares reported herein,
except to the extent of his respective pecuniary interest therein.
|
|
(2)
|
Based on
112,098,058 shares of the Issuer’s common stock, which includes (i) 112,030,673 shares of the Issuer’s common
stock outstanding as of October 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the
Securities and Exchange Commission on November 1, 2019, (ii) 64,135 shares of the Issuer’s common stock that Tae Hea
Nahm has the right to acquire within 60 days after December 31, 2019 upon the exercise of a stock option granted to him for
his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC
pursuant to the terms of the management agreement between Tae Hea Nahm and SVA LLC, and (iii) 3,250 shares of the
Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2019 upon the
exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of
which may be deemed to belong to SVA IV pursuant to the terms of the management agreement between Tae Hea Nahm and SVA IV.
|
CUSIP No. 60739U204
|
Page 11 of 17 Pages
|
|
1.
|
Names of Reporting Persons.
Sanjay Subhedar
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
-0-
|
6.
|
Shared Voting Power
10,961,081 (1)
|
7.
|
Sole Dispositive Power
-0-
|
8.
|
Shared Dispositive Power
10,961,081 (1)
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,961,081 (1)
|
|
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)
9.8% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
Consists
of (i) 9,380,766 shares of the Issuer’s common stock held of record by SV III, (ii) 513,108 shares of the
Issuer’s common stock held of record by SVA III, (iii) 290,602 shares of the Issuer’s common stock held of record
by SVP III, (iv) 582,101 shares of the Issuer’s common stock held of record by SV IV, (v) 64,135 shares of the
Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2019 upon the
exercise of stock options granted to him for his services as a director of the Issuer, the voting and dispositive control of
which may be deemed to belong to SVA LLC pursuant to the terms of the management agreements between Tae Hea Nahm and SVA LLC,
(vi) 3,250 shares of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December
31, 2019 upon the exercise of stock options granted to him for his services as a director of the Issuer, the voting and
dispositive control of which may be deemed to belong to SVA IV pursuant to the terms of the management agreement between Tae
Hea Nahm and SVA IV, (vii) 120,987 shares of the Issuer’s common stock held by SVA LLC following settlement of
restricted stock units previously granted to Tae Hea Nahm, and (viii) 6,132 shares of the Issuer’s common stock held by
SVA IV following settlement of restricted stock units previously granted to Tae Hea Nahm for his services as a director of
the Issuer. SVA LLC is the general partner of
SV III and SVA III and the managing member of SVP III and, as such, may be deemed to have shared power to vote and dispose of
the Issuer’s shares of common stock held of record by each such fund. SVA IV is the general partner of SV IV and, as
such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of record by
such fund. Ryan Floyd, M. Alex Mendez, Tae Hea Nahm and Sanjay Subhedar are the managing members of each of SVA LLC and SVA
IV and, as such, may be deemed to have shared power to vote and dispose of the Issuer’s shares of common stock held of
record by each of SV III, SVA III, SVP III, and SV IV and the shares over which SVA LLC and SVA IV each may be deemed to have
voting and dispositive control. Each of the managing directors disclaims beneficial ownership of the shares reported herein,
except to the extent of his respective pecuniary interest therein.
|
|
(2)
|
Based
on 112,098,058 shares of the Issuer’s common stock, which includes (i) 112,030,673 shares of the Issuer’s common
stock outstanding as of October 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the
Securities and Exchange Commission on November 1, 2019, (ii) 64,135 shares of the Issuer’s common stock that Tae Hea
Nahm has the right to acquire within 60 days after December 31, 2019 upon the exercise of a stock option granted to him for
his services as a director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC
pursuant to the terms of the management agreement between Tae Hea Nahm and SVA LLC, and (iii) 3,250 shares of the
Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2019 upon the
exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of
which may be deemed to belong to SVA IV pursuant to the terms of the management agreement between Tae Hea Nahm and SVA IV.
|
CUSIP No. 60739U204
|
Page 12 of 17 Pages
|
Item 1.
|
|
|
|
(a)
|
Name of Issuer:
|
|
|
|
|
|
MobileIron, Inc.
|
|
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
|
|
|
|
415 East Middlefield Road
|
|
|
Mountain View, CA 94043
|
|
|
|
Item 2.
|
|
|
|
(a)
|
Name of Person Filing:
|
|
|
|
|
|
This Amendment No. 5 to Schedule 13G amends Schedule 13G (the
“Statement”) initially filed with the Securities and Exchange Commission (the “Commission”) on February
13, 2015, as amended by Amendment No. 1 filed with the Commission on February 16, 2016, as amended by Amendment No. 2 filed with
the Commission on February 14, 2017, as amended by Amendment No. 3 filed with the Commission on February 14, 2018 and as amended
by Amendment No. 4 filed with the Commission on February 14, 2019. This Amendment is being jointly filed by Storm Ventures Fund
III, L.P. (“SV III”), Storm Ventures Affiliates Fund III, L.P. (“SVA III”), Storm Ventures Principals Fund
III, L.L.C. (“SVP III”), Storm Ventures Fund IV, L.P. (“SV IV”), Storm Venture Associates III, L.L.C. (“SVA
LLC”), Storm Venture Associates IV, L.L.C. (“SVA IV”), Tae Hea Nahm, Ryan Floyd, M. Alex Mendez and Sanjay Subhedar
(collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, dated February
13, 2015, a copy of which was filed as an exhibit to the Statement filed with the Commission on February 13, 2015, and is incorporated
herein by reference, pursuant to which the Reporting Persons have agreed to file the Statement and all amendments thereto jointly
in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
|
|
|
|
|
(b)
|
Address of Principal Business Office or, if none, Residence:
|
|
|
|
|
|
c/o Storm Ventures
|
|
|
3000 Sand Hill Road, Suite 4-210
|
|
|
Menlo Park, CA 94025
|
|
|
|
|
(c)
|
Citizenship:
|
|
|
|
|
|
See Item 4 of the cover page for each Reporting Person.
|
|
|
|
|
(d)
|
Title of Class of Securities:
|
|
|
|
|
|
Common Stock
|
|
|
|
|
(e)
|
CUSIP Number:
|
|
|
|
|
|
60739U204
|
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:
|
Not Applicable.
CUSIP No. 60739U204
|
Page 13 of 17 Pages
|
The approximate percentages of the
Issuer’s common stock reported as beneficially owned by each Reporting Person is based 112,030,673 shares of the
Issuer’s common stock outstanding as of October 28, 2019, as reported in the Issuer’s quarterly report on Form
10-Q filed with the Securities and Exchange Commission on November 1, 2019; provided that the approximate percentage of the
Issuer’s common stock reported as beneficially owned by (a) SVA LLC is based upon 112,094,808 shares of the
Issuer’s common stock, which includes (i) 112,030,673 shares of the Issuer’s common stock outstanding as of
October 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange
Commission on November 1, 2019, and (ii) 64,135 shares of the Issuer’s common stock that Tae Hea Nahm has the right to
acquire within 60 days after December 31, 2019 upon the exercise of stock options granted to him for his services as a
director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA LLC pursuant to the terms
of the management agreement between Tae Hea Nahm and SVA LLC, (b) SVA IV is based upon 112,033,923 shares of the
Issuer’s common stock, which includes (i) 112,030,673 shares of the Issuer’s common stock outstanding as of
October 28, 2019, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange
Commission on November 1, 2019, and (ii) 3,250 shares of the Issuer’s common stock that Tae Hea Nahm has the right to
acquire within 60 days after December 31, 2019 upon the exercise of stock options granted to him for his services as a
director of the Issuer, the voting and dispositive control of which may be deemed to belong to SVA IV pursuant to the terms
of the management agreement between Tae Hea Nahm and SVA IV, and (c) Tae Hea Nahm, Ryan Floyd, M. Alex Mendez and Sanjay
Subhedar is based upon 112,098,058 shares of the Issuer’s common stock, which includes (i) 112,030,673 shares of the
Issuer’s common stock outstanding as of October 28, 2019, as reported in the Issuer’s quarterly report on Form
10-Q filed with the Securities and Exchange Commission on November 1, 2019, (ii) 64,135 shares of the Issuer’s common
stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2019 upon the exercise of a stock option
granted to him for his services as a director of the Issuer, the voting and dispositive control of which may be deemed to
belong to SVA LLC pursuant to the terms of the management agreement between Tae Hea Nahm and SVA LLC, and (iii) 3,250 shares
of the Issuer’s common stock that Tae Hea Nahm has the right to acquire within 60 days after December 31, 2019 upon the
exercise of a stock option granted to him for his services as a director of the Issuer, the voting and dispositive control of
which may be deemed to belong to SVA IV pursuant to the terms of the management agreement between Tae Hea Nahm and SVA IV.
CUSIP No. 60739U204
|
Page 14 of 17 Pages
|
(a)
|
Amount beneficially owned:
|
|
|
|
See Row 9 of the cover page for each Reporting Person.
|
|
|
(b)
|
Percent of class:
|
|
|
|
See Row 11 of the cover page for each Reporting Person.
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
|
|
|
|
|
See Row 5 of the cover page for each Reporting Person.
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
|
|
|
|
|
See Row 6 of the cover page for each Reporting Person.
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
|
|
|
|
|
See Row 7 of the cover page for each Reporting Person.
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
|
|
|
|
|
See Row 8 of the cover page for each Reporting Person.
|
CUSIP No. 60739U204
|
Page 15 of 17 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Not Applicable.
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Under certain circumstances set forth in
the partnership agreements of SV III, SVA III, SVP III and SV IV, the general and limited partners may be deemed to have the right
to receive dividends from, or the proceeds from, the sale of shares of the Issuer’s common stock owned by the applicable
fund. Under certain circumstances set forth in the limited liability company agreements of SVA LLC and SVA IV, the members may
be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer’s common stock
owned by the applicable entity. Under certain circumstances set forth in the management agreements by and between SVA LLC and Tae
Hea Nahm, and SVA IV and Tae Hea Nahm, SVA LLC and SVA IV may be deemed to have the right to receive dividends from, or the proceeds
from, the sale of shares of the Issuer’s common stock owned by Tae Hea Nahm.
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
|
Not Applicable.
Item 8.
|
Identification and Classification of Members of the Group
|
Not Applicable.
Item 9.
|
Notice of Dissolution of Group
|
Not Applicable.
Not Applicable.
CUSIP No. 60739U204
|
Page 16 of 17 Pages
|
SIGNATURE
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 14, 2020
|
Storm Ventures Fund III, L.P.
|
|
|
|
|
By: Storm Venture Associates III, L.L.C., its General Partner
|
|
|
|
|
By:
|
/s/ Kevin Melia
|
|
|
Kevin Melia
|
|
|
Attorney-in-Fact
|
|
|
|
|
Storm Ventures Affiliates Fund III, L.P.
|
|
|
|
|
By: Storm Venture Associates III, L.L.C., its General Partner
|
|
|
|
|
By:
|
/s/ Kevin Melia
|
|
|
Kevin Melia
|
|
|
Attorney-in-Fact
|
|
|
|
|
Storm Ventures Principals Fund III, L.L.C.
|
|
|
|
|
By: Storm Venture Associates III, L.L.C., its Managing Member
|
|
|
|
|
By:
|
/s/ Kevin Melia
|
|
|
Kevin Melia
|
|
|
Attorney-in-Fact
|
|
|
|
|
Storm Venture Associates III, L.L.C.
|
|
|
|
|
By:
|
/s/ Kevin Melia
|
|
|
Kevin Melia
|
|
|
Attorney-in-Fact
|
|
|
|
|
Storm Ventures Fund IV, L.P.
|
|
|
|
|
By: Storm Venture Associates IV, L.L.C., its General Partner
|
|
|
|
|
By:
|
/s/ Kevin Melia
|
|
|
Kevin Melia
|
|
|
Attorney-in-Fact
|
|
|
|
|
Storm Venture Associates IV, L.L.C.
|
|
|
|
|
By:
|
/s/ Kevin Melia
|
|
|
Kevin Melia
|
|
|
Attorney-in-Fact
|
|
|
|
|
Tae Hea Nahm
|
|
|
|
|
By:
|
/s/ Kevin Melia
|
|
|
Kevin Melia
Attorney-in-Fact
|
|
Ryan Floyd
|
|
|
|
|
By:
|
/s/Kevin Melia
|
|
|
Kevin Melia
|
|
|
Attorney-in-Fact
|
|
|
|
|
M. Alex Mendez
|
|
|
|
|
By:
|
/s/Kevin Melia
|
|
|
Kevin Melia
|
|
|
Attorney-in-Fact
|
|
|
|
|
Sanjay Subhedar
|
|
|
|
|
By:
|
/s/Kevin Melia
|
|
|
Kevin Melia
|
|
|
Attorney-in-Fact
|
CUSIP No. 60739U204
|
Page 17 of 17 Pages
|
EXHIBIT INDEX
Exhibit 1: Joint Filing Agreement, dated February 13, 2015, among the Reporting Persons (incorporated by reference to Exhibit 1 to the Statement filed with the Commission on February 13, 2015)
|
|
Exhibit 2: Power of Attorney – Storm Ventures Fund III, L.P., dated February 13, 2015 (incorporated by reference to Exhibit 2 to the Statement filed with the Commission on February 13, 2015)
|
|
Exhibit 3: Power of Attorney – Storm Ventures Affiliates Fund III, L.P., dated February 13, 2015 (incorporated by reference to Exhibit 3 to the Statement filed with the Commission on February 13, 2015)
|
|
Exhibit 4: Power of Attorney – Storm Ventures Principals Fund III, L.L.C., dated February 13, 2015 (incorporated by reference to Exhibit 4 to the Statement filed with the Commission on February 13, 2015)
|
|
Exhibit 5: Power of Attorney – Storm Venture Associates III, L.L.C., dated February 13, 2015 (incorporated by reference to Exhibit 5 to the Statement filed with the Commission on February 13, 2015)
|
|
Exhibit 6: Power of Attorney – Storm Ventures Fund IV, L.P., dated February 13, 2015 (incorporated by reference to Exhibit 6 to the Statement filed with the Commission on February 13, 2015)
|
|
Exhibit 7: Power of Attorney – Storm Venture Associates IV, L.L.C., dated February 13, 2015 (incorporated by reference to Exhibit 7 to the Statement filed with the Commission on February 13, 2015)
|
|
Exhibit 8: Power of Attorney – Tae Hea Nahm, dated February 13, 2015 (incorporated by reference to Exhibit 8 to the Statement filed with the Commission on February 13, 2015)
|
|
Exhibit 9: Power of Attorney – Ryan Floyd, dated February 13, 2015 (incorporated by reference to Exhibit 9 to the Statement filed with the Commission on February 13, 2015)
|
|
Exhibit 10: Power of Attorney – M. Alex Mendez, dated February 13, 2015 (incorporated by reference to Exhibit 10 to the Statement filed with the Commission on February 13, 2015)
|
|
Exhibit 11: Power of Attorney – Sanjay Subhedar, dated February 13, 2015 (incorporated by reference to Exhibit 11 to the Statement filed with the Commission on February 13, 2015)
|
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