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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
THREE ARCH MANAGEMENT III LLC 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028 |
X | |||
THREE ARCH PARTNERS III LP 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028 |
X | |||
WAN MARK A 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028 |
X | |||
JAEGER WILFRED E 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028 |
X | X | ||
NICHOLSON BARCLAY 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028 |
X | |||
THREE ARCH ASSOCIATES III LP 3200 ALPINE ROAD PORTOLA VALLEY, CA 94028 |
X |
/s/ Barclay Nicholson | 03/06/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Of the Disposed Shares, 948,980 shares are owned directly by Three Arch Partners III, L.P. ("TAP III"), of which Three Arch Management III, L.L.C. ("TAM III") is the General Partner; and 51,020 shares are owned directly by Three Arch Associates III, L.P. ("TAA III") of which TAM III is the General Partner. As such, TAM III may be deemed to share voting and investment powers with respect to the shares directly owned by TAP III and TAA III. |
(2) | TAM III is the General Partner of TAP III and TAA III, and Mark A. Wan, Wilfred E. Jaeger, and Barclay Nicholson, the managing members of TAM III, may be deemed to share voting and dispositive power over the shares held by TAP III and TAA III. Such persons disclaim beneficial ownership of shares held by TAP III and TAA III, except to the extent of any pecuniary interest therein. |
(3) | None of the filers on this Form 4 are subject to Section 16 following the sale reported on this Form 4, with the exception of Wilfred E. Jaeger, who remains a director of the Issuer. |
Remarks: Exhibit 24 - Statement Appointing Designated Filer and Authorized Signatories Exhibit 99 - Joint Filer Information |