Securities and Exchange Commission
Washington, DC 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2
(Amendment No. 5)*
EnerNOC, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
292764 10 7
(CUSIP Number)
December 31, 2012
(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 persons 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 NUMBER 292764 10 7 | 13G | Page 2 of 35 Pages |
1. |
Names of Reporting Persons
Draper Associates, Inc. | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
120,507* (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
120,507* (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
120,507* (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0.45% | |||||
12. | Type of Reporting Person (see Instructions)
CO |
* | All of these shares are directly owned by Draper Associates, L.P. |
CUSIP NUMBER 292764 10 7 | 13G | Page 3 of 35 Pages |
1. |
Names of Reporting Persons
Draper Associates, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
120,507 (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
120,507 (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
120,507 (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0.45% | |||||
12. | Type of Reporting Person (see Instructions)
PN |
CUSIP NUMBER 292764 10 7 | 13G | Page 4 of 35 Pages |
1. |
Names of Reporting Persons
Draper Fisher Jurvetson Fund VI, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
294,614 (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
294,614 (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
294,614 (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
1.10% | |||||
12. | Type of Reporting Person (see Instructions)
PN |
CUSIP NUMBER 292764 10 7 | 13G | Page 5 of 35 Pages |
1. |
Names of Reporting Persons
Draper Fisher Jurvetson Management Co. VI, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
294,614* (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
294,614* (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
294,614* (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
1.10% | |||||
12. | Type of Reporting Person (see Instructions)
OO (limited liability company) |
* | All of these shares are directly held by Draper Fisher Jurvetson Fund VI, L.P. |
CUSIP NUMBER 292764 10 7 | 13G | Page 6 of 35 Pages |
1. |
Names of Reporting Persons
Draper Fisher Jurvetson Partners VI, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
9,231 (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
9,231 (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,231 (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0.03% | |||||
12. | Type of Reporting Person (see Instructions)
OO (limited liability company) |
CUSIP NUMBER 292764 10 7 | 13G | Page 7 of 35 Pages |
1. |
Names of Reporting Persons
Timothy Draper Living Trust | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) x
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
827,682* (See Items 2 and 4) | ||||
6. | Shared Voting Power
303,845** (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
827,682* (See Items 2 and 4) | |||||
8. | Shared Dispositive Power
303,845** (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,131,527** (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
4.24% | |||||
12. | Type of Reporting Person (see Instructions)
OO (Trust) |
* | Of these shares, 67,400 shares are directly held by JABE, LLC (JABE), 120,507 shares are directly held by Draper Associates, L.P., 46,451 are held directly by The Draper Foundation, 250,100 are directly held by The Timothy Cook Draper 2010 Annuity Trust (Draper Annuity Trust), 343,224 shares are directly held by the Timothy Cook Draper Revocable Trust (Draper Revocable Trust) and 1,285 shares are held directly by each of William and Eleanor Draper. Mr. Draper is the managing member of JABE and has sole investment and voting power. Mr. Draper is the President of Draper Associates, Inc., the general partner of Draper Associates L.P. and has sole investment and voting power. Mr. Draper is the President of The Draper Foundation and has sole investment and voting power. Mr. Draper is the trustee of the Draper Annuity Trust and the Draper Revocable Trust and has sole investment and voting power. Mr. Draper has sole investment and voting power with respect to the shares held by each of William and Eleanor Draper. |
** | Of these shares, 294,614 shares are directly held by Draper Fisher Jurvetson Fund VI, L.P. and 9,231 shares are directly held by Draper Fisher Jurvetson Partners VI, LLC. |
CUSIP NUMBER 292764 10 7 | 13G | Page 8 of 35 Pages |
1. |
Names of Reporting Persons
The Timothy Cook Draper 2010 Annuity Trust | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
250,100 (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
250,100 (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
250,100 (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0.94% | |||||
12. | Type of Reporting Person (see Instructions)
OO (Trust) |
CUSIP NUMBER 292764 10 7 | 13G | Page 9 of 35 Pages |
1. |
Names of Reporting Persons
The Timothy Cook Draper Revocable Trust | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
343,224 (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
343,224 (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
343,224 (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
1.29% | |||||
12. | Type of Reporting Person (see Instructions)
OO (Trust) |
CUSIP NUMBER 292764 10 7 | 13G | Page 10 of 35 Pages |
1. |
Names of Reporting Persons
The Draper Foundation | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
46,451 (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
46,451 (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
46,451 (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0.17% | |||||
12. | Type of Reporting Person (see Instructions)
CO |
CUSIP NUMBER 292764 10 7 | 13G | Page 11 of 35 Pages |
1. |
Names of Reporting Persons
John H. N. Fisher | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
461,307* (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
461,307* (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
461,307* (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
1.73% | |||||
12. | Type of Reporting Person (see Instructions)
IN |
* | Of these shares 294,614 are directly held by Draper Fisher Jurvetson Fund VI, L.P., 9,231 shares are directly held by Draper Fisher Jurvetson Partners VI, LLC, and 157,462 shares are directly held by the John H. N. Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/27/08. |
CUSIP NUMBER 292764 10 7 | 13G | Page 12 of 35 Pages |
1. |
Names of Reporting Persons
John H. N. Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/27/08 | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
157,462 (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
157,462 (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
157,462 (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0.59% | |||||
12. | Type of Reporting Person (see Instructions)
OO (Trust) |
CUSIP NUMBER 292764 10 7 | 13G | Page 13 of 35 Pages |
1. |
Names of Reporting Persons
Stephen T. Jurvetson | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
432,800* (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
432,800* (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
432,800* (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
1.62% | |||||
12. | Type of Reporting Person (see Instructions)
IN |
* | Of these shares 294,614 shares are directly held by Draper Fisher Jurvetson Fund VI, L.P., 9,231 shares are directly held by Draper Fisher Jurvetson Partners VI, LLC, and 128,955 shares are held by The Steve and Karla Jurvetson Living Trust dated 8/27/02. |
CUSIP NUMBER 292764 10 7 | 13G | Page 14 of 35 Pages |
1. |
Names of Reporting Persons
The Steve and Karla Jurvetson Living Trust dated 8/27/02 | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
128,955 (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
128,955 (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
128,955 (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0.48% | |||||
12. | Type of Reporting Person (see Instructions)
OO (Trust) |
CUSIP NUMBER 292764 10 7 | 13G | Page 15 of 35 Pages |
1. |
Names of Reporting Persons
JABE, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
67,400 (See Items 2 and 4) | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
67,400 (See Items 2 and 4) | |||||
8. | Shared Dispositive Power
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
67,400 (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0.25% | |||||
12. | Type of Reporting Person (see Instructions)
OO (limited liability company) |
CUSIP NUMBER 292764 10 7 | 13G | Page 16 of 35 Pages |
1. |
Names of Reporting Persons
Jessica Draper | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
1,285 (See Items 2 and 4) | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
1,285 (See Items 2 and 4) | |||||
8. | Shared Dispositive Power
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,285 (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (see Instructions)
IN |
CUSIP NUMBER 292764 10 7 | 13G | Page 17 of 35 Pages |
1. |
Names of Reporting Persons
Adam Draper | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
1,285 (See Items 2 and 4) | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
1,285 (See Items 2 and 4) | |||||
8. | Shared Dispositive Power
0 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,285 (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (see Instructions)
IN |
CUSIP NUMBER 292764 10 7 | 13G | Page 18 of 35 Pages |
1. |
Names of Reporting Persons
William Draper | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,285 (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,285 (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,285 (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (see Instructions)
IN |
CUSIP NUMBER 292764 10 7 | 13G | Page 19 of 35 Pages |
1. |
Names of Reporting Persons
Eleanor Draper | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions) (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,285 (See Items 2 and 4) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,285 (See Items 2 and 4) | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,285 (See Items 2 and 4) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)
¨ | |||||
11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
12. | Type of Reporting Person (see Instructions)
IN |
CUSIP NUMBER 292764 10 7 | 13G | Page 20 of 35 Pages |
Item 1(a) Name of Issuer: EnerNOC, Inc.
Item 1(b) Address of Issuers principal executive offices:
73 Federal Street, Suite 300
Boston, MA 02110
Item 2. This Amendment to Schedule 13G is filed on behalf of (i) Draper Associates, Inc., a California corporation, (ii) Draper Associates, L.P., a California limited partnership, (iii) Draper Fisher Jurvetson Fund VI, L.P., a California limited partnership, (iv) Draper Fisher Jurvetson Management Co. VI, LLC, a California limited liability company, (v) Draper Fisher Jurvetson Partners VI, LLC, a California limited liability company, (vi) The Timothy Draper Living Trust, a trust formed under the laws of the State of California (Draper Trust), (vii) The Timothy Cook Draper 2010 Annuity Trust, a trust formed under the laws of the State of California (the Draper Annuity Trust), (viii) The Timothy Cook Draper Revocable Trust, a trust formed under the laws of the State of California (the Draper Revocable Trust), (ix) The Draper Foundation, a California corporation (Draper Foundation), (x) John H. N. Fisher, a United States citizen (Fisher), (xi) John H. N. Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/27/08, a trust formed under the laws of the State of California (Fisher Trust), (xii) Stephen T. Jurvetson, a United States citizen (Jurvetson), (xiii) The Steve and Karla Jurvetson Living Trust dated 8/27/02, a trust formed under the laws of the State of California (Jurvetson Trust), (xiv) JABE, LLC, a California limited liability company, (xv) Jessica Draper, a United States citizen, (xvi) Adam Draper, a United States citizen, (xvii) William Draper, a United States citizen and (xviii) Eleanor Draper, a United States citizen.
Relationships
(1) Draper Associates, Inc. (Draper Associates). Mr. Draper is the President of Draper Associates, which is the general partner of Draper Associates, L.P. Mr. Draper disclaims beneficial ownership of the shares held by Draper Associates except to the extent of his pecuniary interest therein.
(2) Draper Associates, L.P. (Draper Associates, L.P.). Mr. Draper has sole voting and investment power over the shares owned by Draper Associates, L.P. Mr. Draper disclaims beneficial ownership of the shares held by Draper Associates, L.P. except to the extent of his pecuniary interest therein.
(3) Draper Fisher Jurvetson Fund VI, L.P. (Fund).
(4) Draper Fisher Jurvetson Management Co. VI, LLC (Fund VI Management) is the general partner of the Fund. The managing members of the general partner of the Fund are Messrs. Draper, Fisher and Jurvetson.
(5) Draper Fisher Jurvetson Partners VI, LLC (Partners Fund LLC) is a side-by-side fund of the Fund. The managing members of Partners Fund LLC are Messrs. Draper, Fisher and Jurvetson. Decisions with respect to Partners Fund LLC securities are made automatically in conjunction with decisions by the Fund.
CUSIP NUMBER 292764 10 7 | 13G | Page 21 of 35 Pages |
Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership of the shares held directly by the Fund, Fund VI Management and Partners Fund LLC, except to the extent of their pecuniary interest therein.
(6) The Timothy Draper Living Trust is a trust formed under the laws of the State of California (Draper Trust). Mr. Draper is trustee of the Draper Trust and has sole investment and voting power over the shares. Mr. Draper disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(7) The Draper Annuity Trust is a trust formed under the laws of the State of California. Mr. Draper is trustee of the Draper Annuity Trust and has sole investment and voting power over the shares. Mr. Draper disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(8) The Draper Revocable Trust is a trust formed under the laws of the State of California. Mr. Draper is trustee of the Draper Revocable Trust and has sole investment and voting power over the shares. Mr. Draper disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(9) The Draper Foundation is a California corporation. Mr. Draper is its President. Mr. Draper has sole voting and investment power over the shares owned by The Draper Foundation. Mr. Draper disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(10) JABE, LLC is a California limited liability company (JABE). Mr. Draper is managing member of JABE and has voting and investment power with respect to the shares held by JABE. Mr. Draper disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(11) The Fisher Trust is a trust formed under the laws of the State of California. Mr. Fisher is a co-trustee of the trust.
(12) The Jurvetson Trust is a trust formed under the laws of the State of California. Mr. Jurvetson is co-trustee of the trust.
Item 2(a) Name of person filing:
Draper Associates, Inc.
Draper Associates, L.P.
Draper Fisher Jurvetson Fund VI, L.P.
Draper Fisher Jurvetson Management Co. VI, LLC
Draper Fisher Jurvetson Partners VI, LLC
Timothy Draper Living Trust
The Timothy Cook Draper 2010 Annuity Trust
The Timothy Cook Draper Revocable Trust
CUSIP NUMBER 292764 10 7 | 13G | Page 22 of 35 Pages |
The Draper Foundation
John H. N. Fisher
John H. N. Fisher and Jennifer Caldwell Living Trust dated 1/7/00,
as amended and restated on 3/27/08
Stephen T. Jurvetson
The Steve and Karla Jurvetson Living Trust dated 8/27/02
JABE, LLC
Jessica Draper
Adam Draper
William Draper
Eleanor Draper
Item 2(b) Address of principal business office or, if none, residence:
2882 Sand Hill Road, Suite 150, Menlo Park, CA 94025
Item 2(c) Citizenship:
Draper Associates, Inc. |
California | |
Draper Associates, L.P. |
California | |
Draper Fisher Jurvetson Fund VI, L.P. |
California | |
Draper Fisher Jurvetson Management Co. VI, LLC |
California | |
Draper Fisher Jurvetson Partners VI, LLC |
California | |
Timothy Draper Living Trust |
California | |
The Timothy Cook Draper 2010 Annuity Trust |
California | |
The Timothy Cook Draper Revocable Trust |
California | |
The Draper Foundation |
California | |
John H. N. Fisher |
United States | |
John H. N. Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/27/08 |
California | |
Stephen T. Jurvetson |
United States | |
The Steve and Karla Jurvetson Living Trust dated 8/27/02 |
California | |
JABE, LLC |
California | |
Jessica Draper |
United States | |
Adam Draper |
United States | |
William Draper |
United States | |
Eleanor Draper |
United States |
Item 2(d) Title of class of securities: Common Stock, par value $0.01 per share.
The Issuer registered its Common Stock on its S-1 Registration Statement filed with the SEC on June 22, 2007. Each of the Reporting Persons identified in Item 2(a) above beneficially owns Common Stock.
Item 2(e) CUSIP No.: 292764 10 7
CUSIP NUMBER 292764 10 7 | 13G | Page 23 of 35 Pages |
Item 3. | If this statement is filed pursuant to § 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) |
¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
(b) |
¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
(c) |
¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
(d) |
¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
(e) |
¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
(f) |
¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||
(g) |
¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
(h) |
¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) |
¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
(j) |
¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
(k) |
¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify type
of
institution:
Item 4. | Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
Draper Associates, Inc.
A. | Amount Beneficially owned: 120,507 |
B. | Percent of Class: 0.45% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 120,507 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 120,507 |
Draper Associates, L.P.
A. | Amount Beneficially owned: 120,507 |
B. | Percent of Class: 0.45% |
C. | Number of shares owned to which such person has: |
CUSIP NUMBER 292764 10 7 | 13G | Page 24 of 35 Pages |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 120,507 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 120,507 |
Draper Fisher Jurvetson Fund VI, L.P.
A. | Amount Beneficially owned: 294,614 |
B. | Percent of Class: 1.10% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 294,614 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 294,614 |
Draper Fisher Jurvetson Management Co. VI, LLC
A. | Amount Beneficially owned: 294,614 |
B. | Percent of Class: 1.10% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 294,614 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 294,614 |
Draper Fisher Jurvetson Partners VI, LLC
A. | Amount Beneficially owned: 9,231 |
B. | Percent of Class: 0.03% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 9,231 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 9,231 |
Timothy Draper Living Trust
A. | Amount Beneficially owned: 1,131,527 |
B. | Percent of Class: 4.24% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 827,682 |
2. | shared power to vote or to direct the vote: 303,845 |
3. | sole power to dispose or to direct the disposition of: 827,682 |
4. | shared power to dispose or to direct the disposition of: 303,845 |
CUSIP NUMBER 292764 10 7 | 13G | Page 25 of 35 Pages |
The Timothy Cook Draper 2010 Annuity Trust
A. | Amount Beneficially owned: 250,100 |
B. | Percent of Class: 0.94% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 250,100 |
3. | sole power to dispose or to direct the disposition of 0 |
4. | shared power to dispose or to direct the disposition of: 250,100 |
The Timothy Cook Draper Revocable Trust
A. | Amount Beneficially owned: 343,224 |
B. | Percent of Class: 1.29% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 343,224 |
3. | sole power to dispose or to direct the disposition of 0 |
4. | shared power to dispose or to direct the disposition of: 343,224 |
The Draper Foundation
A. | Amount Beneficially owned: 46,451 |
B. | Percent of Class: 0.17% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 46,451 |
3. | sole power to dispose or to direct the disposition of 0 |
4. | shared power to dispose or to direct the disposition of: 46,451 |
John H. N. Fisher
A. | Amount Beneficially owned: 461,307 |
B. | Percent of Class: 1.73% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 461,307 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 461,307 |
CUSIP NUMBER 292764 10 7 | 13G | Page 26 of 35 Pages |
John H. N. Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/27/08
A. | Amount Beneficially owned: 157,462 |
B. | Percent of Class: 0.59% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 157,462 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 157,462 |
Stephen T. Jurvetson
A. | Amount Beneficially owned: 432,800 |
B. | Percent of Class: 1.62% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 432,800 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 432,800 |
The Steve and Karla Jurvetson Living Trust dated 8/27/09
A. | Amount Beneficially owned: 128,955 |
B. | Percent of Class: 0.48% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 128,955 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 128,955 |
JABE, LLC
A. | Amount Beneficially owned: 67,400 |
B. | Percent of Class: 0.25% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 67,400 |
2. | shared power to vote or to direct the vote: 0 |
3. | sole power to dispose or to direct the disposition of: 67,400 |
4. | shared power to dispose or to direct the disposition of: 0 |
CUSIP NUMBER 292764 10 7 | 13G | Page 27 of 35 Pages |
Jessica Draper
A. | Amount Beneficially owned: 1,285 |
B. | Percent of Class: 0% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 1,285 |
2. | shared power to vote or to direct the vote: 0 |
3. | sole power to dispose or to direct the disposition of: 1,285 |
4. | shared power to dispose or to direct the disposition of: 0 |
Adam Draper
A. | Amount Beneficially owned: 1,285 |
B. | Percent of Class: 0% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 1,285 |
2. | shared power to vote or to direct the vote: 0 |
3. | sole power to dispose or to direct the disposition of: 1,285 |
4. | shared power to dispose or to direct the disposition of: 0 |
William Draper
A. | Amount Beneficially owned: 1,285 |
B. | Percent of Class: 0% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 1,285 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 1,285 |
Eleanor Draper
A. | Amount Beneficially owned: 1,285 |
B. | Percent of Class: 0% |
C. | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 1,285 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 1,285 |
CUSIP NUMBER 292764 10 7 | 13G | Page 28 of 35 Pages |
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 5 percent of the class of securities, check the following x
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. | Certifications. |
Not applicable.
CUSIP NUMBER 292764 10 7 | 13G | Page 29 of 35 Pages |
SIGNATURE
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.
Dated: February 8, 2013
Draper Associates, Inc. | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: President |
Draper Associates, L.P. | ||
By: Draper Associates, Inc. (General Partner) | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: President |
Draper Fisher Jurvetson Fund VI, L.P. | ||
By: Draper Fisher Jurvetson Management Co. VI, LLC (General Partner) | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Member |
Draper Fisher Jurvetson Management Co. VI, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: | Timothy C. Draper | |
Title: | Managing Member |
CUSIP NUMBER 292764 10 7 | 13G | Page 30 of 35 Pages |
Draper Fisher Jurvetson Partners VI, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: | Timothy C. Draper | |
Title: | Managing Member | |
Timothy Draper Living Trust | ||
By: |
/s/ Timothy C. Draper | |
Name: |
Timothy C. Draper | |
Title: |
Trustee | |
The Timothy Cook Draper 2010 Annuity Trust | ||
By: |
/s/ Timothy C. Draper | |
Name: |
Timothy C. Draper | |
Title: |
Trustee | |
The Timothy Cook Draper Revocable Trust | ||
By: |
/s/ Timothy C. Draper | |
Name: |
Timothy C. Draper | |
Title: |
Trustee | |
The Draper Foundation | ||
By: |
/s/ Timothy C. Draper | |
Name: |
Timothy C. Draper | |
Title: |
President | |
/s/ John H. N. Fisher | ||
John H. N. Fisher |
CUSIP NUMBER 292764 10 7 | 13G | Page 31 of 35 Pages |
John H. N. Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/7/08 | ||
By: | /s/ John H. N. Fisher | |
Name: | John H. N. Fisher | |
Title: | Co-Trustee | |
/s/ Stephen T. Jurvetson | ||
Stephen T. Jurvetson | ||
The Steve and Karla Jurvetson Living Trust dated 8/27/02 | ||
By: | /s/ Stephen T. Jurvetson | |
Name: | Stephen T. Jurvetson | |
Title: | Co-Trustee | |
JABE, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: | Timothy C. Draper | |
Title: | Managing Member | |
/s/ Jessica Draper | ||
Jessica Draper | ||
/s/ Adam Draper | ||
Adam Draper | ||
/s/ William Draper | ||
William Draper | ||
/s/ Eleanor Draper | ||
Eleanor Draper |
CUSIP NUMBER 292764 10 7 | 13G | Page 32 of 35 Pages |
Exhibit Index
Exhibit | Description | |
99.1 | Statement pursuant to Rule 13d-1(k)(1)(iii), filed herewith |
CUSIP NUMBER 292764 10 7 | 13G | Page 33 of 35 Pages |
Exhibit 99.1
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them.
Dated: February 8, 2013
Draper Associates, Inc. | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: President |
Draper Associates, L.P. | ||
By: Draper Associates, Inc. (General Partner) | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: President |
Draper Fisher Jurvetson Fund VI, L.P. | ||
By: Draper Fisher Jurvetson Management Co. VI, LLC (General Partner) | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Member |
Draper Fisher Jurvetson Management Co. VI, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: | Timothy C. Draper | |
Title: | Managing Member |
CUSIP NUMBER 292764 10 7 | 13G | Page 34 of 35 Pages |
Draper Fisher Jurvetson Partners VI, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: | Timothy C. Draper | |
Title: | Managing Member | |
Draper Fisher Jurvetson Partners VI, LLC | ||
By: |
/s/ Timothy C. Draper | |
Name: |
Timothy C. Draper | |
Title: |
Trustee | |
The Timothy Cook Draper 2010 Annuity Trust | ||
By: |
/s/ Timothy C. Draper | |
Name: |
Timothy C. Draper | |
Title: |
Trustee | |
The Timothy Cook Draper Revocable Trust | ||
By: |
/s/ Timothy C. Draper | |
Name: |
Timothy C. Draper | |
Title: |
Trustee | |
The Draper Foundation | ||
By: |
/s/ Timothy C. Draper | |
Name: |
Timothy C. Draper | |
Title: |
President | |
/s/ John H. N. Fisher | ||
John H. N. Fisher |
CUSIP NUMBER 292764 10 7 | 13G | Page 3 5 of 35 Pages |
John H. N. Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/7/08 | ||
By: | /s/ John H. N. Fisher | |
Name: | John H. N. Fisher | |
Title: | Co-Trustee | |
/s/ Stephen T. Jurvetson | ||
Stephen T. Jurvetson | ||
The Steve and Karla Jurvetson Living Trust dated 8/27/02 | ||
By: | /s/ Stephen T. Jurvetson | |
Name: | Stephen T. Jurvetson | |
Title: | Co-Trustee | |
JABE, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: | Timothy C. Draper | |
Title: | Managing Member | |
/s/ Jessica Draper | ||
Jessica Draper | ||
/s/ Adam Draper | ||
Adam Draper | ||
/s/ William Draper | ||
William Draper | ||
/s/ Eleanor Draper | ||
Eleanor Draper |