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
Convio, Inc. [ CNVO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/04/2010 | ||||||||||||||||||||||||||
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 | ||||||
Series P Common Stock | 05/04/2010 | J(1) | 1,058,923(1) | D | $0 | 0 | I | By Austin Ventures, VI, L.P.(2) | ||
Common Stock | 05/04/2010 | J(1) | 1,058,923(1) | A | $0 | 1,058,923 | I | By Austin Ventures VI, L.P.(2) | ||
Common Stock | 05/04/2010 | C | 816,212(4) | A | $0 | 1,875,135 | I | By Austin Ventures VI, L.P.(2) | ||
Common Stock | 05/04/2010 | C | 54,692(5) | A | $0 | 1,929,827 | I | By Austin Ventures VI, L.P.(2) | ||
Common Stock | 05/04/2010 | S | 559,650 | D | $8.37 | 1,370,177 | I | By Austin Ventures VI, L.P.(2) | ||
Series P Common Stock | 05/04/2010 | J(1) | 29,781(1) | D | $0 | 0 | I | By Austin Ventures VI Affiliates Fund, L.P.(3) | ||
Common Stock | 05/04/2010 | J(1) | 29,781(1) | A | $0 | 29,781 | I | By Austin Ventures VI Affiliates Fund, L.P.(3) | ||
Common Stock | 05/04/2010 | C | 22,955(4) | A | $0 | 52,736 | I | By Austin Ventures VI Affiliates Fund, L.P.(3) | ||
Common Stock | 05/04/2010 | C | 1,537(5) | A | $0 | 54,273 | I | By Austin Ventures VI Affiliates Fund, L.P.(3) | ||
Common Stock | 05/04/2010 | S | 15,739 | D | $8.37 | 38,534 | I | By Austin Ventures VI Affiliates Fund, L.P.(3) |
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 | ||||||||
Series A Preferred Stock | $0 | 05/04/2010 | C | 816,212 | (6) | (7) | Common Stock | 816,212(4) | $0 | 0 | I | By Austin Ventures VI, L.P.(2) | |||
Series C Preferred Stock | $0 | 05/04/2010 | C | 54,692 | (6) | (7) | Common Stock | 54,692(5) | $0 | 0 | I | By Austin Ventures VI, L.P.(2) | |||
Series A Preferred Stock | $0 | 05/04/2010 | C | 22,955 | (6) | (7) | Common Stock | 22,955(4) | $0 | 0 | I | By Austin Ventures VI Affiliates Fund, L.P.(3) | |||
Series C Preferred Stock | $0 | 05/04/2010 | C | 1,537 | (6) | (7) | Common Stock | 1,537(5) | $0 | 0 | I | By Austin Ventures VI Affiliates Fund, L.P.(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Reflects the automatic conversion of Convio, Inc.'s Series P Common Stock into shares of Common Stock on a one-for-one basis, which occurred on 05/04/10 immediately prior to the closing of Convio, Inc.'s initial public offering. |
2. Shares are held directly by Austin Ventures VI, L.P. ("AV VI"). AV Partners VI, L.P. ("AVP VI") is the general partner of AV VI and may be deemed to have sole voting and dispositive power over the shares held by AV VI. Joseph C. Aragona, Kenneth P. DeAngelis, Jeffery C. Garvey, John D. Thornton and Blaine F. Wesner are the general partners of AVP VI and may be deemed to share voting and dispositive power over the shares held by AV VI. Such persons and entities disclaim beneficial ownership of shares held by AV VI except to the extent of any pecuniary interest therein. |
3. Shares are held directly by Austin Ventures VI Affiliates Fund, L.P. ("AV VI Affiliates"). AV Partners VI, L.P. ("AVP VI") is the general partner of AV VI Affiliates and may be deemed to have sole voting and dispositive power over the shares held by AV VI Affiliates. Joseph C. Aragona, Kenneth P. DeAngelis, Jeffery C. Garvey, John D. Thornton and Blaine F. Wesner are the general partners of AVP VI and may be deemed to share voting and dispositive power over the shares held by AV VI Affiliates. Such persons and entities disclaim beneficial ownership of shares held by AV VI Affiliates except to the extent of any pecuniary interest therein. |
4. Reflects the automatic conversion of Convio, Inc.'s Series A Preferred Stock into shares of Common Stock on a one-for-one basis, which occurred on 05/04/10 immediately prior to the closing of Convio, Inc.'s initial public offering. |
5. Reflects the automatic conversion of Convio, Inc.'s Series C Preferred Stock into shares of Common Stock on a one-for-one basis, which occurred on 05/04/10 immediately prior to the closing of Convio, Inc.'s initial public offering. |
6. These shares were immediately exercisable. |
7. These shares had no expiration date. |
/s/ Kevin Kunz, by Power of Attorney | 05/05/2010 | |
** 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. |