United States
Securities and Exchange Commission
Washington, DC 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b(, (c), and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
DivX, Inc.
(Name
of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
255413 10
6
(CUSIP Number)
December 31,
2008
(Date of Event which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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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 NUMBER 255413 10 6
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1.
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Name of Reporting Persons
Zone Venture Fund II, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
¨
(b)
x
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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
California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5. Sole Voting Power
0
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6. Shared Voting Power
595,559
(See Items 2 and 4)
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
595,559
(See Items 2 and 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
595,559 (See Items 2 and 4)
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10.
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Check Box 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)
1.85%
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12.
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Type of Reporting Person (see Instructions)
PN
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2
CUSIP NUMBER 255413 10 6
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1.
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Name of Reporting Persons
Zone Ventures Management Company II, LLC
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2.
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Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
¨
(b)
x
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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
California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5. Sole Voting Power
991
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6. Shared Voting Power
648,992*
(See Items 2 and 4)
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7. Sole Dispositive Power
991
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8. Shared Dispositive Power
648,992*
(See Items 2 and 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
649,983 (See Items 2 and 4)
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10.
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Check Box 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)
2.01% (See Items 2 and 4)
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12.
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Type of Reporting Person (see Instructions)
OO
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*
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Of these shares, 595,559 are held directly by Zone Venture Fund II, L.P. and 53,433 shares are held directly by Zone Venture Fund II Annex, L.P.
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3
CUSIP NUMBER 255413 10 6
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1.
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Name of Reporting Persons
Draper Franchise LLC
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2.
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Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
¨
(b)
x
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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
California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5. Sole Voting Power
0
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6. Shared Voting Power
649,983*
(See Items 2 and 4)
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
649,983*
(See Items 2 and 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
649,983 (See Items 2 and 4)
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10.
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Check Box 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)
2.01% (See Items 2 and 4)
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12.
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Type of Reporting Person (see Instructions)
OO
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*
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These shares are owned directly by Zone Ventures Management Company II, LLC.
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4
CUSIP NUMBER 255413 10 6
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1.
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Name of Reporting Persons
Zone Venture Fund II Annex, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
¨
(b)
x
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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
California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5. Sole Voting Power
0
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6. Shared Voting Power
53,433 (See
Items 2 and 4)
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
53,433 (See
Items 2 and 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
53,433 (See Items 2 and 4)
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10.
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Check Box 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)
0.17% (See Items 2 and 4)
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12.
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Type of Reporting Person (see Instructions)
PN
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5
CUSIP NUMBER 255413 10 6
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1.
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Name of Reporting Persons
Timothy Draper Living Trust
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2.
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Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
¨
(b)
x
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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
California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5. Sole Voting Power
0
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6. Shared Voting Power
1,019,625
(See Items 2 and 4)
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
1,019,625
(See Items 2 and 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,019,625 (See Items 2 and 4)
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10.
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Check Box 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)
3.16% (See Items 2 and 4)
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12.
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Type of Reporting Person (see Instructions)
OO (Trust)
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6
CUSIP NUMBER 255413 10 6
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1.
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Name of Reporting Persons
The Jessica C. Draper Trust
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2.
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Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
¨
(b)
x
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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
California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5. Sole Voting Power
0
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6. Shared Voting Power
14,022 (See
Items 2 and 4)
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
14,022 (See
Items 2 and 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,022 (See Items 2 and 4)
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10.
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Check Box 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)
0.04% (See Items 2 and 4)
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12.
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Type of Reporting Person (see Instructions)
OO (Trust)
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7
CUSIP NUMBER 255413 10 6
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1.
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Name of Reporting Persons
The Adam P. Draper Trust
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2.
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Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
¨
(b)
x
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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
California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5. Sole Voting Power
0
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6. Shared Voting Power
14,022 (See
Items 2 and 4)
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
14,022 (See
Items 2 and 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,022 (See Items 2 and 4)
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10.
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Check Box 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)
0.04% (See Items 2 and 4)
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12.
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Type of Reporting Person (see Instructions)
OO (Trust)
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8
CUSIP NUMBER 255413 10 6
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1.
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Name of Reporting Persons
The William T. Draper Trust
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2.
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Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
¨
(b)
x
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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
California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5. Sole Voting Power
0
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6. Shared Voting Power
14,022 (See
Items 2 and 4)
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
14,022 (See
Items 2 and 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,022 (See Items 2 and 4)
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10.
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Check Box 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)
0.04% (See Items 2 and 4)
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12.
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Type of Reporting Person (see Instructions)
OO (Trust)
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9
CUSIP NUMBER 255413 10 6
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1.
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Name of Reporting Persons
The Eleanor R. Draper Trust
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2.
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Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
¨
(b)
x
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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
California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5. Sole Voting Power
0
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6. Shared Voting Power
14,022 (See
Items 2 and 4)
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
14,022 (See
Items 2 and 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,022 (See Items 2 and 4)
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10.
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Check Box 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)
0.04% (See Items 2 and 4)
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12.
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Type of Reporting Person (see Instructions)
OO (Trust)
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10
CUSIP NUMBER 255413 10 6
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1.
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Name of Reporting Persons
JABE, LLC
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2.
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Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
¨
(b)
x
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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
California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5. Sole Voting Power
0
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6. Shared Voting Power
113,547
(See Items 2 and 4)
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
113,547
(See Items 2 and 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
113,547 (See Items 2 and 4)
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10.
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Check Box 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)
0.35% (See Items 2 and 4)
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12.
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Type of Reporting Person (see Instructions)
OO
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11
CUSIP NUMBER 255413 10 6
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1.
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Name of Reporting Persons
Timothy C. Draper
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2.
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Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
¨
(b)
x
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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
United States
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5. Sole Voting Power
0 (See Items 2 and 4)
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6. Shared Voting Power
2,125,443*
(See Items 2 and 4)
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7. Sole Dispositive Power
0 (See
Items 2 and 4)
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8. Shared Dispositive Power
2,125,443*
(See Items 2 and 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,125,443 (See Items 2 and 4)
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10.
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Check Box 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)
6.59% (See Items 2 and 4)
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12.
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Type of Reporting Person (see Instructions)
IN
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*
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Of these shares, 595,559 shares are held directly by Zone Venture Fund II, L.P., 991 are held directly by Zone Ventures Management Company II, LLC, 53,433 shares are held directly
by Zone Venture II Annex, L.P., 14,022 shares are held directly by each of The Jessica C. Draper Trust, The Adam P. Draper Trust, The William T. Draper Trust and The Eleanor R. Draper Trust, 113,547 shares are held directly by JABE, LLC, 1,019,625
shares are held by the Timothy Draper Living Trust, and 286,200 shares are held by The Draper Foundation.
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CUSIP NUMBER 255413 10 6
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1.
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Name of Reporting Persons
Frank M. Creer
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2.
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Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
¨
(b)
x
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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
United States
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5. Sole Voting Power
55,064
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6. Shared Voting Power
649,983*
(See Items 2 and 4)
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7. Sole Dispositive Power
55,064
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8. Shared Dispositive Power
649,983*
(See Items 2 and 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
705,047 (See Items 2 and 4)
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10.
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Check Box 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)
2.18% (See Items 2 and 4)
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12.
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Type of Reporting Person (see Instructions)
IN
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*
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Of these shares, 595,559 shares are held directly by Zone Venture Fund II, L.P., 53,433 shares are held directly by Zone Venture Fund II Annex, L.P. and 991 shares are held directly
by Zone Ventures Management Company II, LLC.
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13
CUSIP NUMBER 255413 10 6
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1.
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Name of Reporting Persons
Melissa P. Draper
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2.
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Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
¨
(b)
x
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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
United States
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
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5. Sole Voting Power
0
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6. Shared Voting Power
1,019,625
(See Items 2 and 4)
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7. Sole Dispositive Power
0
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8. Shared Dispositive Power
1,019,625
(See Items 2 and 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,019,625 (See Items 2 and 4)
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10.
|
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Check Box 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)
3.16% (See Items 2 and 4)
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12.
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Type of Reporting Person (see Instructions)
IN
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14
CUSIP NUMBER 255413 10 6
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1.
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Name of Reporting Persons
The Draper Foundation
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2.
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Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
¨
(b)
x
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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
California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
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5. Sole Voting Power
0
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6. Shared Voting Power
286,200
(See Items 2 and 4)
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7. Sole Dispositive Power
0
|
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8. Shared Dispositive Power
286,200
(See Items 2 and 4)
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9.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
286,200 (See Items 2 and 4)
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10.
|
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Check Box 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)
0.89% (See Items 2 and 4)
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12.
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Type of Reporting Person (see Instructions)
CO
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15
Item 1(a)
Name of Issuer: DivX, Inc.
Item 1(b)
Address of Issuers principal executive offices:
4780 Eastgate Mall
San Diego, California 92121
Item 2.
This Amendment to Schedule 13G is filed on behalf of (i) Zone Venture Fund II, L.P., a California limited partnership,
(ii) Zone Ventures Management Company II, LLC, a California limited liability company, (iii) Draper Franchise LLC, a California limited liability company, (iv) Zone Venture Fund II Annex, L.P., a California limited partnership;
(v) Timothy Draper Living Trust, a trust formed under the laws of the State of California, (vi) the Jessica C. Draper Trust, a trust formed under the laws of the State of California, (vii) the Adam P. Draper Trust, a trust formed
under the laws of the State of California (viii) the William T. Draper Trust, a trust formed under the laws of the State of California; (ix) the Eleanor R. Draper Trust, a trust formed under the laws of the State of California;
(x) JABE LLC, a California limited liability company (JABE), (xi) Timothy C. Draper, a United States citizen (T. Draper), (xii) Frank M. Creer, a United States citizen (Creer), (xiii) Melissa
P. Draper, a United States citizen (M. Draper) and (xiv) The Draper Foundation, a California non-profit public benefit corporation (Draper Foundation).
Relationships
(1) Zone
Venture Fund II, L.P. is a California limited partnership (Zone Venture Fund II).
(2). Zone Ventures Management Company II,
LLC (Zone Ventures Management Company II), is the general partner of Zone Venture Fund II and Zone Fund II Annex. Mr. Creer and Draper Franchise LLC are the managing members of Zone Ventures Management Company II.
(3) Draper Franchise LLC (Draper Franchise) is an affiliate of Zone Venture Fund II. Draper Franchise (of which T. Draper is the managing
member) is a managing member of Zone Ventures Management Company II.
(4)
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Zone Venture Fund II Annex, L.P. is a California limited partnership (Zone Fund II Annex).
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(5) The Timothy Draper Living Trust is a trust formed under the laws of the State of California (Draper Trust). Mr. T. Draper and
Ms. M. Draper are co-trustees of the Draper Trust and share voting and investment power with respect to the shares held by the Draper Trust.
(6) The Jessica C. Draper Trust, the Adam P. Draper Trust, the William T. Draper Trust and the Eleanor R. Draper Trust are trusts formed under the laws of the State of California (Childrens Trusts). Mr. T. Draper is
the sole trustee of the Childrens Trusts and has sole voting and investment power with respect to the shares held by the Childrens Trusts.
16
(7) JABE, LLC is a California limited liability company (JABE). T. Draper is a managing
member of JABE and has voting and investment power with respect to the shares held by JABE.
(8) The Draper Foundation is a non-profit
public benefit corporation formed under the laws of the State of California (Draper Foundation). Mr. T. Draper is President and has sole voting and investment power with respect to the shares held by The Draper Foundation.
Messrs. T. Draper and Creer and Ms. M. Draper disclaims beneficial ownership of the shares held directly by Zone Venture Fund II,
Zone Fund II Annex, Zone Ventures Management Company II, the Draper Trust, the Childrens Trusts, JABE and The Draper Foundation, except to the extent of their respective pecuniary interest therein.
Item 2(a)
Name of person filing:
Zone Venture Fund II, L.P.
Zone Ventures Management Company II, LLC
Draper Franchise LLC
Zone Venture Fund II
Annex, L.P.
Timothy Draper Living Trust
The Jessica C. Draper Trust
The Adam P. Draper Trust
The William T. Draper Trust
The Eleanor R.
Draper Trust
JABE, LLC
Timothy C. Draper
Frank M. Creer
Melissa P. Draper
The Draper Foundation
Item 2(b)
Address of principal business office or, if none, residence:
2882 Sand Hill Road,
Suite 150, Menlo Park, CA 94025
Item 2(c)
Citizenship:
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Zone Venture Fund II, L.P.
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California
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Zone Ventures Management Company II, LLC
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California
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Draper Franchise LLC
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California
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Zone Venture Fund II Annex, L.P.
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California
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Timothy Draper Living Trust
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California
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The Jessica C. Draper Trust
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California
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The Adam P. Draper Trust
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California
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The William T. Draper Trust
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California
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The Eleanor R. Draper Trust
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California
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17
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JABE, LLC
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California
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Timothy C. Draper
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United States
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Frank M. Creer
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United States
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Melissa P. Draper
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United States
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The Draper Foundation
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California
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Item 2(d)
Title of class of securities: Common Stock, par value $0.001 per share.
The Issuer registered its Common Stock on its S-1 Registration Statement filed with the SEC on May 5, 2006. Each of the Reporting
Persons identified in Item 2(a) above beneficially owns Common Stock.
Item 2(e)
CUSIP No.: 255413 10 6
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:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78
o
);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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¨
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please
specify type of institution:
18
Item 4.
Ownership. Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
Zone Venture Fund II, L.P.
A.
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Amount Beneficially owned: 595,559
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B.
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Percent of Class: 1.85%
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C.
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Number of shares owned to which such person has:
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1. sole
power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 595,559
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 595,559
Zone Ventures Management Company II, LLC
A.
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Amount Beneficially owned: 649,983
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B.
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Percent of Class: 2.01%
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C.
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Number of shares owned to which such person has:
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1. sole
power to vote or to direct the vote: 991
2. shared power to vote or to direct the vote: 648,992
3. sole power to dispose or to direct the disposition of: 991
4. shared power to dispose or to direct the disposition of: 648,992
Draper Franchise LLC
A.
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Amount Beneficially owned: 649,983
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B.
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Percent of Class: 2.01%
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C.
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Number of shares owned to which such person has:
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1. sole
power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 649,983
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 649,983
Zone Venture Fund II Annex, L.P.
A.
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Amount Beneficially owned: 53,433
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B.
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Percent of Class: 0.17%
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C.
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Number of shares owned to which such person has:
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1. sole
power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 53,433
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 53,433
19
Timothy Draper Living Trust
A.
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Amount Beneficially owned: 1,019,625
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B.
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Percent of Class: 3.16%
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C.
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Number of shares owned to which such person has:
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1. sole
power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 1,019,625
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 1,019,625
The Jessica C. Draper Trust
A.
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Amount Beneficially owned: 14,022
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B.
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Percent of Class: 0.04%
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C.
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Number of shares owned to which such person has:
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1. sole
power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 14,022
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 14,022
The Adam P. Draper Trust
A.
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Amount Beneficially owned: 14,022
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B.
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Percent of Class: 0.04%
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C.
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Number of shares owned to which such person has:
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1. sole
power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 14,022
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 14,022
The William T. Draper Trust
A.
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Amount Beneficially owned: 14,022
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B.
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Percent of Class: 0.04%
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C.
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Number of shares owned to which such person has:
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1. sole
power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 14,022
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 14,022
The Eleanor R. Draper Trust
A.
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Amount Beneficially owned: 14,022
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B.
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Percent of Class: 0.04%
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20
C.
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Number of shares owned to which such person has:
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1. sole
power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 14,022
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 14,022
JABE, LLC
A.
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Amount Beneficially owned: 113,547
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B.
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Percent of Class: 0.35%
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C.
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Number of shares owned to which such person has:
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1. sole
power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 113,547
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 113,547
Timothy C. Draper
A.
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Amount Beneficially owned: 2,125,443
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B.
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Percent of Class: 6.59%
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C.
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Number of shares owned to which such person has:
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1. sole
power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 2,125,443
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 2,125,443
Frank M. Creer
A.
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Amount Beneficially owned: 705,047
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B.
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Percent of Class: 2.18%
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C.
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Number of shares owned to which such person has:
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1. sole
power to vote or to direct the vote: 55,064
2. shared power to vote or to direct the vote: 649,983
3. sole power to dispose or to direct the disposition of: 55,064
4. shared power to dispose or to direct the disposition of: 649,983
Melissa P. Draper
A.
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Amount Beneficially owned: 1,019,625
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B.
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Percent of Class: 3.16%
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C.
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Number of shares owned to which such person has:
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1. sole
power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 1,019,625
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 1,019,625
21
The Draper Foundation
A.
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Amount Beneficially owned: 286,200
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B.
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Percent of Class: 0.89%
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C.
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Number of shares owned to which such person has:
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1. sole
power to vote or to direct the vote: 0
2. shared power to vote or to direct the vote: 286,200
3. sole power to dispose or to direct the disposition of: 0
4. shared power to dispose or to direct the disposition of: 286,200
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.
Not Applicable.
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.
Item 10.
Certifications.
Not applicable.
22
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.
Dated: February 11, 2009
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Zone Venture Fund II, L.P.
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By: Zone Ventures Management Company II, LLC
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By:
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/s/ Timothy C. Draper
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Name:
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Timothy C. Draper
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Title:
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Managing Member
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Zone Ventures Management Company II, LLC
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By: Draper Franchise LLC
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By:
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/s/ Timothy C. Draper
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Name:
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Timothy C. Draper
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Title:
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Managing Member
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Draper Franchise LLC
|
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By:
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/s/ Timothy C. Draper
|
Name:
|
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Timothy C. Draper
|
Title:
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Managing Member
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Zone Venture Fund II Annex, L.P.
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By: Zone Ventures Management Company II, LLC
|
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By:
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/s/ Timothy C. Draper
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Name:
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|
Timothy C. Draper
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Title:
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Managing Member
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23
|
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Timothy Draper Living Trust
|
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By:
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/s/ Timothy C. Draper
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Name:
|
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Timothy C. Draper
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Title:
|
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Trustee
|
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The Jessica C. Draper Trust
|
|
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By:
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/s/ Timothy C. Draper
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Name:
|
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Timothy C. Draper
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Title:
|
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Trustee
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The Adam P. Draper Trust
|
|
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By:
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/s/ Timothy C. Draper
|
Name:
|
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Timothy C. Draper
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Title:
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Trustee
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The William T. Draper Trust
|
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By:
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/s/ Timothy C. Draper
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Name:
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Timothy C. Draper
|
Title:
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Trustee
|
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The Eleanor R. Draper Trust
|
|
|
By:
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/s/ Timothy C. Draper
|
Name:
|
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Timothy C. Draper
|
Title:
|
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Trustee
|
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JABE, LLC
|
|
|
By:
|
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/s/ Timothy C. Draper
|
Name:
|
|
Timothy C. Draper
|
Title:
|
|
Managing Member
|
|
/s/ Timothy C. Draper
|
Timothy C. Draper
|
24
|
|
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/s/ Frank M. Creer
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Frank M. Creer
|
|
/s/ Melissa P. Draper
|
Melissa P. Draper
|
|
The Draper Foundation
|
|
|
By:
|
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/s/ Timothy C. Draper
|
Name:
|
|
Timothy C. Draper
|
Title:
|
|
President
|
25
Exhibit Index
|
|
|
Exhibit
|
|
Description
|
|
|
99.1
|
|
Statement pursuant to Rule 13d-1(k)(1)(iii), filed herewith
|
26
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