FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NLIGHT, INC. [ LASR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/14/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/14/2018 | J(1) | 2,252,137 | D | (1) | 0 | I | By Menlo Ventures IX, L.P.(2) | ||
Common Stock | 12/14/2018 | J(1) | 74,317 | D | (1) | 0 | I | By Menlo Entrepreneurs Fund IX, L.P.(2) | ||
Common Stock | 12/14/2018 | J(1) | 10,689 | D | (1) | 0 | I | By Menlo Entrepreneurs Fund IX-A, L.P.(2) | ||
Common Stock | 12/14/2018 | J(1) | 47,268 | D | (1) | 0 | I | By MMEF IX, L.P.(2) | ||
Common Stock | 12/14/2018 | J(3) | 581,248 | A | (1) | 581,248 | I | By MV Management IX, L.L.C.(2) | ||
Common Stock | 12/14/2018 | J(4) | 581,248 | D | (1) | 0 | I | By MV Management IX, L.L.C.(2) | ||
Common Stock | 12/14/2018 | J(5) | 96,980 | A | (5) | 196,822 | D | |||
Common Stock | 12/14/2018 | J(6) | 14,323 | A | (6) | 28,646 | I | By Carlisle Family Partnership(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Represents a pro rata in kind distribution of shares of Common Stock, without consideration, by each of Menlo Ventures IX, L.P., Menlo Entrepreneurs Fund IX, L.P., Menlo Entrepreneurs Fund IX(A), L.P. and MMEF IX, L.P. to their respective limited partners, and their general partner, MV Management IX, L.L.C. |
2. MV Management IX, L.L.C. is the general partner of Menlo Ventures IX, L.P., Menlo Entrepreneurs Fund IX, L.P., Menlo Entrepreneurs Fund IX(A), L.P. and MMEF IX, L.P. (collectively, the "Menlo Funds"). MV Management IX, L.L.C. exercises voting and dispositive power over the shares held by each of the Menlo Funds. The Reporting Person disclaims beneficial ownership of the shares reported herein as held by the Menlo Funds and MV Management IX, L.L.C., except to the extent of his proportionate pecuniary interest therein. |
3. Represents the receipt of shares of Common Stock by MV Management IX, L.L.C. in the distributions described in greater detail in the footnote above. |
4. Represents a pro-rata in-kind distribution of shares of Common Stock by MV Management IX, L.L.C., without consideration, to its members. |
5. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro rata in kind distributions of Common Stock of the Issuer by MV Management IX, L.L.C. and MMEF IX, L.P. described in greater detail in the footnotes above. |
6. Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of shares in the pro rata in kind distribution of Common Stock of the Issuer by MV Management IX, L.L.C. described in greater detail in the footnote above. The shares are held by the Carlisle Family Partnership (the "Family Partnership"). The Reporting Person is a general partner of the Family Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Family Partnership except to the extent of his proportionate pecuniary interest therein. |
Remarks: |
/s/ Douglas C. Carlisle | 12/18/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |