UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Preferred Stock | (6) | (6) | Common Stock | 2,309,168 (1) (6) | $ (6) | D (2) (3) (4) | |
Series B Preferred Stock | (6) | (6) | Common Stock | 1,807,612 (1) (6) | $ (6) | I (3) (4) (5) | By ICONIQ Strategic Partners II-B, L.P. |
Series D Preferred Stock | (6) | (6) | Common Stock | 9,418,425 (1) (6) | $ (6) | I (3) (4) (7) | By ICONIQ Strategic Partners, L.P. |
Series D Preferred Stock | (6) | (6) | Common Stock | 2,363,838 (1) (6) | $ (6) | I (3) (4) (8) | ICONIQ Strategic Partners-B, L.P. |
Series D-2 Preferred Stock | (6) | (6) | Common Stock | 2,164,349 (1) (6) | $ (6) | D (2) (3) (4) | |
Series D-2 Preferred Stock | (6) | (6) | Common Stock | 1,694,248 (1) (6) | $ (6) | I (3) (4) (5) | By ICONIQ Strategic Partners II-B, L.P. |
Series D-2 Preferred Stock | (6) | (6) | Common Stock | 1,269,324 (1) (6) | $ (6) | I (3) (4) (7) | By ICONIQ Strategic Partners, L.P. |
Series D-2 Preferred Stock | (6) | (6) | Common Stock | 318,573 (1) (6) | $ (6) | I (3) (4) (8) | By ICONIQ Strategic Partners-B, L.P. |
Series E-1 Preferred Stock | (6) | (6) | Common Stock | 429,327 (1) (6) | $ (6) | D (2) (3) (4) | |
Series E-1 Preferred Stock | (6) | (6) | Common Stock | 336,077 (1) (6) | $ (6) | I (3) (4) (5) | By ICONIQ Strategic Partners II-B, L.P. |
Series E-2 Preferred Stock | (6) | (6) | Common Stock | 59,823 (1) (6) | $ (6) | D (2) (3) (4) | |
Series E-2 Preferred Stock | (6) | (6) | Common Stock | 46,829 (1) (6) | $ (6) | I (3) (4) (5) | By ICONIQ Strategic Partners II-B, L.P. |
Series F Preferred Stock | (6) | (6) | Common Stock | 760,231 (1) (6) | $ (6) | D (2) (3) (4) | |
Series F Preferred Stock | (6) | (6) | Common Stock | 595,107 (1) (6) | $ (6) | I (3) (4) (5) | By ICONIQ Strategic Partners II-B, L.P. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ICONIQ STRATEGIC PARTNERS II, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
X | |||
ICONIQ STRATEGIC PARTNERS II-B, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
X | |||
ICONIQ Strategic Partners, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
X | |||
ICONIQ Strategic Partners-B, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
X | |||
ICONIQ Strategic Partners II GP, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
X | |||
ICONIQ Strategic Partners II TT GP, Ltd C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
X | |||
ICONIQ Strategic Partners GP, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
X | |||
ICONIQ Strategic Partners TT GP, Ltd. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
X | |||
Griffith William J.G. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
X | |||
Makan Divesh C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
X |
ICONIQ Strategic Partners II, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 06/22/2021 | |
**Signature of Reporting Person | Date | |
ICONIQ Strategic Partners II-B, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 06/22/2021 | |
**Signature of Reporting Person | Date | |
ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster | 06/22/2021 | |
**Signature of Reporting Person | Date | |
ICONIQ Strategic Partners-B, L.P., by ICONIQ Strategic Partners GP, L.P., its general partner, by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President /s/ Kevin Foster | 06/22/2021 | |
**Signature of Reporting Person | Date | |
ICONIQ Strategic Partners II GP, L.P., ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 06/22/2021 | |
**Signature of Reporting Person | Date | |
ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 06/22/2021 | |
**Signature of Reporting Person | Date | |
ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster | 06/22/2021 | |
**Signature of Reporting Person | Date | |
ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster | 06/22/2021 | |
**Signature of Reporting Person | Date | |
/s/ William J.G. Griffith | 06/22/2021 | |
**Signature of Reporting Person | Date | |
/s/ Divesh Makan | 06/22/2021 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock. |
(2) | The shares are held by ICONIQ Strategic Partners II, L.P. ("ICONIQ II"). |
(3) | ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II"), is the sole general partner of ICONIQ II-B and ICONIQ II. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP II") is the sole general partner of ICONIQ GP II. ICONIQ Strategic Partners GP, L.P. ("ICONIQ GP") is the sole general partner of ICONIQ and ICONIQ-B. ICONIQ Strategic Partners TT GP, Ltd. ("ICONIQ Parent GP") is the sole general partner of ICONIQ GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of each of ICONIQ Parent GP II and ICONIQ Parent GP. |
(4) | Each of ICONIQ II GP, ICONIQ Parent GP II, ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
(5) | The shares are held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B"). |
(6) | Each share of Series B Preferred Stock, Series D Preferred Stock, Series D-2 Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock and Series F Stock will automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date. |
(7) | The shares are held by ICONIQ Strategic Partners, L.P. ("ICONIQ"). |
(8) | The shares are held by ICONIQ Strategic Partners-B, L.P. ("ICONIQ-B"). |