Schedule 13G Amendment No. 2

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PEFsrf993OuUp/2GiQtTYZgFC7sLvvahdz2/oyG79bpuno5ulCHovaK1wPetmpNf i39aq7VbCs931QYcGF6mHg== 0001193125-06-031195.txt : 20060214 0001193125-06-031195.hdr.sgml : 20060214 20060214150303 ACCESSION NUMBER: 0001193125-06-031195 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: A. GRANT HEIDRICH, III GROUP MEMBERS: ALLEN L. MORGAN GROUP MEMBERS: DAVID J. LADD GROUP MEMBERS: KEVIN A. FONG GROUP MEMBERS: MAYFIELD ASSOCIATES FUND V, L.P. GROUP MEMBERS: MAYFIELD PRINCIPALS FUND, L.L.C. GROUP MEMBERS: MAYFIELD X ANNEX MANAGEMENT, L.L.C. GROUP MEMBERS: MAYFIELD X ANNEX, L.P. GROUP MEMBERS: MAYFIELD X MANAGEMENT, L.L.C. GROUP MEMBERS: ROBERT T. VASAN GROUP MEMBERS: WENDELL G. VAN AUKEN, III GROUP MEMBERS: WILLIAM D. UNGER GROUP MEMBERS: YOGEN K. DALAL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLANETOUT INC CENTRAL INDEX KEY: 0001287258 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943291368 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80495 FILM NUMBER: 06613503 MAIL ADDRESS: STREET 1: P.O. BOX 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94104-0500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAYFIELD X LP /DE CENTRAL INDEX KEY: 0001090393 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD STREET 2: SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 8508545560 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 95025 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 Schedule 13G Amendment No. 2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

(Amendment No. 2)¹

PlanetOut Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

727058 10 9

(CUSIP Number)

December 31, 2005

(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)

The remainder of this cover page shall be filled out for a reporting person’s 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.

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 No. 727058 10 9		13G		Page 2 of 26 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Mayfield X, L.P., a Delaware Limited Partnership
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. Sole Voting Power

-0-

6. Shared Voting Power

914,847

7. Sole Dispositive Power

-0-

8. Shared Dispositive Power

914,847


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 914,847
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 5.3%
12.	Type of Reporting Person PN


CUSIP No. 727058 10 9		13G		Page 3 of 26 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Mayfield X Management, L.L.C., a Delaware Limited Liability Company
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. Sole Voting Power

16,362 (options to purchase shares exercisable within 60 days of the date hereof.)

6. Shared Voting Power

1,059,529

7. Sole Dispositive Power

16,362 (options to purchase shares exercisable within 60 days of the date hereof.)

8. Shared Dispositive Power

1,059,529


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,075,891 (includes options to purchase 16,362 shares exercisable within 60 days of the date hereof.)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row (9) 6.2%
12.	Type of Reporting Person OO


CUSIP No. 727058 10 9		13G		Page 4 of 26 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Mayfield X Annex, L.P., a Delaware Limited Partnership
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. Sole Voting Power

-0-

6. Shared Voting Power

53,439

7. Sole Dispositive Power

-0-

8. Shared Dispositive Power

53,439


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 53,439
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row (9) 0.3%
12.	Type of Reporting Person PN


CUSIP No. 727058 10 9		13G		Page 5 of 26 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Mayfield X Annex Management, L.L.C., a Delaware Limited Liability Company
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. Sole Voting Power

-0-

6. Shared Voting Power

53,439

7. Sole Dispositive Power

-0-

8. Shared Dispositive Power

53,439


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 53,439
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row (9) 0.3%
12.	Type of Reporting Person OO


CUSIP No. 727058 10 9		13G		Page 6 of 26 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Mayfield Associates Fund V, L.P., a Delaware Limited Partnership
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. Sole Voting Power

-0-

6. Shared Voting Power

35,230

7. Sole Dispositive Power

-0-

8. Shared Dispositive Power

35,230


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 35,230
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row (9) 0.2%
12.	Type of Reporting Person PN


CUSIP No. 727058 10 9		13G		Page 7 of 26 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Mayfield Principals Fund, L.L.C., a Delaware Limited Liability Company
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. Sole Voting Power

-0-

6. Shared Voting Power

109,452

7. Sole Dispositive Power

-0-

8. Shared Dispositive Power

109,452


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 109,452
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row (9) 0.6%
12.	Type of Reporting Person OO


CUSIP No. 727058 10 9		13G		Page 8 of 26 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Yogen K. Dalal
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. Sole Voting Power

-0-

6. Shared Voting Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)

7. Sole Dispositive Power

-0-

8. Shared Dispositive Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row (9) 6.6%
12.	Type of Reporting Person IN


CUSIP No. 727058 10 9		13G		Page 9 of 26 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Kevin A. Fong
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. Sole Voting Power

-0-

6. Shared Voting Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)

7. Sole Dispositive Power

-0-

8. Shared Dispositive Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row (9) 6.6%
12.	Type of Reporting Person IN


CUSIP No. 727058 10 9		13G		Page 10 of 26 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) William D. Unger
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. Sole Voting Power

-0-

6. Shared Voting Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)

7. Sole Dispositive Power

-0-

8. Shared Dispositive Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row (9) 6.6%
12.	Type of Reporting Person IN


CUSIP No. 727058 10 9		13G		Page 11 of 26 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Wendell G. Van Auken, III
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. Sole Voting Power

-0-

6. Shared Voting Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)

7. Sole Dispositive Power

-0-

8. Shared Dispositive Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row (9) 6.6%
12.	Type of Reporting Person IN


CUSIP No. 727058 10 9		13G		Page 12 of 26 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) A. Grant Heidrich, III
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. Sole Voting Power

-0-

6. Shared Voting Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)

7. Sole Dispositive Power

-0-

8. Shared Dispositive Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row (9) 6.6%
12.	Type of Reporting Person IN


CUSIP No. 727058 10 9		13G		Page 13 of 26 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) David J. Ladd
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. Sole Voting Power

-0-

6. Shared Voting Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)

7. Sole Dispositive Power

-0-

8. Shared Dispositive Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row (9) 6.6%
12.	Type of Reporting Person IN


CUSIP No. 727058 10 9		13G		Page 14 of 26 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Robert T. Vasan
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. Sole Voting Power

-0-

6. Shared Voting Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)

7. Sole Dispositive Power

-0-

8. Shared Dispositive Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row (9) 6.6%
12.	Type of Reporting Person IN


CUSIP No. 727058 10 9		13G		Page 15 of 26 pages.


1.		Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Allen L. Morgan
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization U.S.

Number of

Beneficially

Owned By

Each

Reporting

Person

With

5. Sole Voting Power

15,773 (represents options to purchase shares exercisable within 60 days of the date hereof.)

6. Shared Voting Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)

7. Sole Dispositive Power

15,773 (represents options to purchase shares exercisable within 60 days of the date hereof.)

8. Shared Dispositive Power

1,129,330 (includes options to purchase 16,362 shares exercisable at the direction of Mayfield X Management, L.L.C. within 60 days of the date hereof.)


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,145,103 (includes options to purchase 32,135 shares exercisable within 60 days of the date hereof.)
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares Excludes options to purchase 454 shares which will vest in equal installments on April 17, 2006 and May 17, 2006.	x
11.	Percent of Class Represented by Amount in Row (9) 6.6%
12.	Type of Reporting Person IN

Item 1.

(a)

Name of Issuer:

PlanetOut Inc.

(b)

Address of Issuer’s Principal Executive Offices:

1355 Sansome Street

San Francisco, CA 94111

Item 2.

(a)

Name of Persons Filing:

Mayfield X, L.P.

Mayfield X Management, L.L.C.

Mayfield X Annex, L.P.

Mayfield X Annex Management, L.L.C.

Mayfield Associates Fund V, L.P.

Mayfield Principals Fund, L.L.C.

Yogen K. Dalal

Kevin A. Fong

William D. Unger

Wendell G. Van Auken, III

A. Grant Heidrich, III

David J. Ladd

Robert T. Vasan

Allen L. Morgan

(b)

Address of Principal Business Office:

c/o Mayfield Fund

2800 Sand Hill Road, Suite 250

Menlo Park, CA 94025

(c)

Citizenship:

Mayfield X, L.P., Mayfield X Annex, L.P. and Mayfield Associates Fund V, L.P. are Delaware limited partnerships.

Mayfield X Management, L.L.C., Mayfield X Annex Management, L.L.C. and Mayfield Principals Fund, L.L.C. are Delaware limited liability companies.

The individuals listed in Item 2(a) are U.S. citizens.

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number:

727058 10 9

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable

Page 16 of 26 Pages.



Item 4.		Ownership.

		The information regarding ownership as set forth in Items 5-9 of Pages 2-15 hereto, is hereby incorporated by reference.

		For a summary of total ownership by all Reporting Persons, see Exhibit 3 hereto.

Item 5.		Ownership of Five Percent or Less of a Class.

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

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.		Certification.

		Not applicable.

Page 17 of 26 Pages.

SIGNATURES

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.

Date: February 13, 2006


MAYFIELD X, L.P.
A Delaware Limited Partnership

By:		Mayfield X Management, L.L.C.
		Its General Partner

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

MAYFIELD X MANAGEMENT, L.L.C.
A Delaware Limited Liability Company

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

MAYFIELD X ANNEX, L.P.
A Delaware Limited Partnership

By:		Mayfield X Annex Management, L.L.C.
		Its General Partner

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

MAYFIELD X ANNEX MANAGEMENT, L.L.C.
A Delaware Limited Liability Company

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

MAYFIELD ASSOCIATES FUND V, L.P.
A Delaware Limited Partnership

By:		Mayfield X Management, L.L.C.
		Its General Partner

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

MAYFIELD PRINCIPALS FUND, L.L.C.
A Delaware Limited Liability Company

By:		Mayfield X Management, L.L.C.
		Its Managing Director

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

Page 18 of 26 pages.


YOGEN K. DALAL

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

KEVIN A. FONG

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

WILLIAM D. UNGER

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

WENDELL G. VAN AUKEN, III

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

A. GRANT HEIDRICH, III

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

DAVID J. LADD

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

ROBERT T. VASAN

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

ALLEN L. MORGAN

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

Page 19 of 26 pages.

EXHIBIT INDEX


Exhibit 1 -		JOINT FILING AGREEMENT

Exhibit 2 -		POWERS OF ATTORNEY for David J. Ladd and Robert T. Vasan are attached.

		POWERS OF ATTORNEY for Mayfield X, L.P., Mayfield X Management, L.L.C., Mayfield X Annex Management, L.L.C., Mayfield X Annex, L.P., Mayfield Associates Fund V, L.P., Mayfield Principals Fund, L.L.C., Yogen K. Dalal, Kevin A. Fong, William D. Unger, Wendell G. Van Auken, III, A. Grant Heidrich, III and Allen L. Morgan are hereby incorporated by reference to Exhibit 2 to the Statement on Schedule 13G dated February 14, 2005.

Exhibit 3 -		OWNERSHIP SUMMARY

Page 20 of 26 pages.

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1)(iii), we the undersigned agree that the Schedule 13G, to which this Joint Filing Agreement is attached as Exhibit 1, is filed on behalf of each of us.

Date: February 13, 2006


MAYFIELD X, L.P.
A Delaware Limited Partnership

By:		Mayfield X Management, L.L.C.
		Its General Partner

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

MAYFIELD X MANAGEMENT, L.L.C.
A Delaware Limited Liability Company

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

MAYFIELD X ANNEX, L.P.
A Delaware Limited Partnership

By:		Mayfield X Annex Management, L.L.C.
		Its General Partner

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

MAYFIELD X ANNEX MANAGEMENT, L.L.C.
A Delaware Limited Liability Company

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

MAYFIELD ASSOCIATES FUND V, L.P.
A Delaware Limited Partnership

By:		Mayfield X Management, L.L.C.
		Its General Partner

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

Page 21 of 26 pages.


MAYFIELD PRINCIPALS FUND, L.L.C.
A Delaware Limited Liability Company

By:		Mayfield X Management, L.L.C.
		Its Managing Director

By:		/s/ James T. Beck
		James T. Beck, Authorized Signatory

YOGEN K. DALAL

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

KEVIN A. FONG

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

WILLIAM D. UNGER

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

WENDELL G. VAN AUKEN, III

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

A. GRANT HEIDRICH, III

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

DAVID J. LADD

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

ROBERT T. VASAN

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

ALLEN L. MORGAN

By:		/s/ James T. Beck
		James T. Beck, Attorney In Fact

Page 22 of 26 pages.

EX-99.2 3 dex992.htm POWERS OF ATTORNEY POWERS OF ATTORNEY

EXHIBIT 2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby authorizes James T. Beck, Harvey Schloss, Michael W. Bunning and David L. Bandy to execute for and on behalf of the undersigned, in the undersigned’s individual capacity and in the undersigned’s capacity as a member of any limited liability company and partner of any general or limited partnership, (i) any and all filings pursuant to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), including any and all Forms 3, 4 and 5, and Section 13 of the Exchange Act, including Schedules 13D and 13G, and any amendments thereto and joint filing agreements and other documents in connection therewith, and (ii) any applications for EDGAR access codes, including the Form ID, in each case as may be required to be filed from time to time with the U. S. Securities and Exchange Commission with respect to any investments of Mayfield Fund and its affiliates (collectively, “Mayfield”), and cause any and all of such forms, schedules, agreements and documents to be filed with the U. S. Securities and Exchange Commission pursuant to Section 13 and Section 16 of the Exchange Act, relating to the undersigned’s direct or indirect beneficial ownership of securities (in the undersigned’s individual capacity, or in the undersigned’s capacity as a member of any limited liability company or partner in any general or limited partnership). The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is Mayfield assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer an employee, member or partner of Mayfield, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 16^th day of September, 2002.

/s/ David J. Ladd

David J. Ladd

Page 23 of 26 pages.

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 16^th day of September, 2002.

/s/ Robert T. Vasan

Robert T. Vasan

Page 24 of 26 pages.

EX-99.3 4 dex993.htm OWNERSHIP SUMMARY OWNERSHIP SUMMARY

EXHIBIT 3


Name of Reporting Person	Number of Shares (Direct) (5)		Number of Shares (Indirect)		Percent of Class Beneficially Owned (1)
Mayfield X, L.P., a Delaware Limited Partnership	914,847	(2)	-0-		5.3	%

Mayfield X Management, L.L.C., a Delaware Limited Liability Company	16,362	(3)	1,059,529	(2)(5)	6.2	%

Mayfield X Annex, L.P., a Delaware Limited Partnership	53,439	(4)	-0-		0.3	%

Mayfield X Annex Management, L.L.C., a Delaware Limited Liability Company	-0-		53,439	(4)	0.3	%

Mayfield Associates Fund V, L.P., a Delaware Limited Partnership	35,230	(5)	-0-		0.2	%

Mayfield Principals Fund, L.L.C., a Delaware Limited Liability Company	109,452	(6)	-0-		0.6	%

Yogen K. Dalal	-0-		1,129,330	(7)	6.6	%

Kevin A. Fong	-0-		1,129,330	(7)	6.6	%

William D. Unger	-0-		1,129,330	(7)	6.6	%

Wendell G. Van Auken, III	-0-		1,129,330	(7)	6.6	%

A. Grant Heidrich, III	-0-		1,129,330	(7)	6.6	%

David J. Ladd	-0-		1,129,330	(7)	6.6	%

Robert T. Vasan	-0-		1,129,330	(7)	6.6	%

Allen L. Morgan	15,773	(8)	1,129,330	(7)	6.6	%

Total	1,145,103	(7)(8)			6.6	%

(1)

For all the Reporting Persons other than Mayfield X Management, L.L.C. and the individual Reporting Persons, the respective percentages set forth in this column were obtained by dividing the number of shares by the aggregate number of shares outstanding as reported in the Issuer’s Form 10-Q for the period ended September 30, 2005 (“outstanding shares”). For Mayfield X Management, L.L.C. and each individual Reporting Person, the respective percentages set forth in this column were calculated assuming that shares issuable upon exercise of options exercisable within 60 days after the date hereof that are, or may be deemed to be, beneficially owned by such Reporting Person are outstanding.

(2)	Represents shares held directly by Mayfield X, L.P., of which Mayfield X Management, L.L.C. is the sole general partner.

(3)	Mayfield X Management, L.L.C. holds options to purchase an aggregate of 16,362 shares, all of which are exercisable within 60 days of the date hereof.

(4)	Represents shares held directly by Mayfield X Annex, L.P., of which Mayfield X Annex Management, L.L.C. is the sole general partner.

(5)	Represents shares held directly by Mayfield Associates Fund V, L.P., of which Mayfield X Management, L.L.C. is the sole general partner.

(6)	Represents shares held directly by Mayfield Principals Fund, L.L.C., of which Mayfield X Management L.L.C. is the sole managing director.

(7)

Includes options to purchase an aggregate of 16,362 shares issuable upon exercise of options exercisable within 60 days of the date hereof, which options are beneficially held by Mayfield X Management, L.L.C., and shares held directly by Mayfield X, L.P., Mayfield X Annex, L.P., Mayfield Associates Fund V, L.P. and Mayfield Principals Fund, L.L.C. The individual Reporting Persons are Managing Directors of Mayfield X Management, L.L.C., which is the sole general partner of Mayfield X, L.P. and Mayfield

Page 25 of 26 pages.

Associates Fund V, L.P. and the sole managing director of Mayfield Principals Fund, L.L.C. The individual Reporting Persons also are Managing Directors of Mayfield X Annex Management, L.L.C., which is the sole general partner of Mayfield X Annex, L.P. The individual Reporting Persons may be deemed to have shared voting and dispositive power over the shares which are or may be deemed to be beneficially owned by Mayfield X Management, L.L.C., Mayfield X Annex Management, L.L.C., Mayfield X, L.P., Mayfield X Annex, L.P., Mayfield Associates Fund V, L.P. and Mayfield Principals Fund, L.L.C., but disclaim such beneficial ownership.

(8)	Mr. Morgan holds director options to purchase an aggregate of 16,227 shares, of which 15,773 will be exercisable within 60 days of the date hereof, and of which the remaining options to purchase 454 shares will vest in two equal installments on April 17, 2006 and May 17, 2006.

Page 26 of 26 pages.

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