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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
| Series A Preferred Stock | (1) | 06/20/2006 | C | 3,793,104 | (3) | (3) | Common Stock | 3,793,104 | $ 0 | 0 | D (3) | ||||
| Stock Option (Right to Buy) | $ 8.98 | (4) | 02/10/2016 | Common Stock | 25,000 | 25,000 | I | See Footnote (5) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Yaphe Scott 890 WINTER STREET SUITE 225 WALTHAM, MA 02451 |
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| /s/ Scott Yaphe | 06/22/2006 | |
| **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) | Preferred stock automatically converted upon the consummation of the Issuer's initial public offering on a one-for-one basis. |
| (2) | Consists of (1) 3,751,830 shares held by ABS Ventures VI L.P., through its wholly-owned subsidiary ABS Ventures VI L.L.C., and (2) 41,274 shares held by ABS Investors L.L.C. Mr. Yaphe is a member of Calvert Capital IV L.L.C., the general partner of ABS Ventures VI L.P., and a member of ABS Investors L.L.C. but does not have voting or dispositive control over shares held by any such entity. Mr. Yaphe disclaims beneficial ownership of the shares held by such entities, other than to the extent of his pecuniary interest therein. |
| (3) | Not applicable. |
| (4) | The shares underlying the option are subject to a right of repurchase in favor of Issuer. This right of repurchase shall lapse with respect to the first 33% of the shares when the Reporting Person completes 12 moths of continuous service after February 10, 2006. The right of repurchase shall lapse with respect to an additional 1/48th of the shares subject to the option when the Reporting Person completes each month of continuous service thereafter. |
| (5) | Option was assigned by Mr. Yaphe to Calvert Capital Management Company. Mr. Yaphe does not have voting or dispositive control over securities held by such entity and Mr. Yaphe disclaims beneficial ownership of such securities other than to the extent of his pecuniary interest therein. |