CUSIP No. 89685A102 | 13D | Page 2 of 18 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
New Enterprise Associates 12, Limited Partnership
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
3,999,100 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
3,999,100 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,999,100 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 89685A102 | 13D | Page 3 of 18 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
NEA Partners 12, Limited Partnership
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
3,999,100 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
3,999,100 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,999,100 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. 89685A102 | 13D | Page 4 of 18 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
NEA 12 GP, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
3,999,100 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
3,999,100 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,999,100 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No. 89685A102 | 13D | Page 5 of 18 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
M. James Barrett
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
3,999,100 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
3,999,100 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,999,100 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. 89685A102 | 13D | Page 6 of 18 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Peter J. Barris
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
3,999,100 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
3,999,100 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,999,100 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. 89685A102 | 13D | Page 7 of 18 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Forest Baskett
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
3,999,100 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
3,999,100 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,999,100 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. 89685A102 | 13D | Page 8 of 18 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Patrick J. Kerins
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
3,999,100 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
3,999,100 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,999,100 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. 89685A102 | 13D | Page 9 of 18 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Krishna S. Kolluri
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
3,999,100 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
3,999,100 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,999,100 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. 89685A102 | 13D | Page 10 of 18 Pages |
1
|
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Scott D. Sandell
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o
(b) o
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
|
8
|
SHARED VOTING POWER
3,999,100 shares
|
||
9
|
SOLE DISPOSITIVE POWER
0 shares
|
||
10
|
SHARED DISPOSITIVE POWER
3,999,100 shares
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,999,100 shares
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. 89685A102 | 13D | Page 11 of 18 Pages |
CUSIP No. 89685A102 | 13D | Page 12 of 18 Pages |
|
(a)
|
As of October 26, 2015, NEA 12 is the record owner of 3,999,100 shares of Common Stock (the “NEA 12 Shares”). As the sole general partner of NEA 12, NEA Partners 12 may be deemed to own beneficially the NEA 12 Shares. As the sole general partner of NEA Partners 12, NEA 12 LLC may be deemed to own beneficially the NEA 12 Shares. As members of NEA 12 LLC, each of the Managers may be deemed to own beneficially the NEA 12 Shares.
|
|
(b)
|
Regarding the number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: See line 7 of cover sheets
|
|
(ii)
|
shared power to vote or to direct the vote: See line 8 of cover sheets
|
|
(iii)
|
sole power to dispose or to direct the disposition: See line 9 of cover sheets.
|
|
(iv)
|
shared power to dispose or to direct the disposition: See line 10 of cover sheets
|
|
(c)
|
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.
|
|
(d)
|
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.
|
|
(e)
|
Drant has ceased to own beneficially five percent (5%) or more of the Issuer’s Common Stock as a result of ceasing to be a Manager of NEA 12 LLC.
|
|
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
|
CUSIP No. 89685A102 | 13D | Page 13 of 18 Pages |
By:
|
NEA PARTNERS 12, Limited Partnership
|
|
General Partner
|
|
By:
|
NEA 12 GP, LLC
|
|
General Partner
|
By:
|
NEA 12 GP, LLC
|
|
General Partner
|
*
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*
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*
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CUSIP No. 89685A102 | 13D | Page 14 of 18 Pages |
*
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*
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*
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*
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CUSIP No. 89685A102 | 13D | Page 15 of 18 Pages |
By:
|
NEA PARTNERS 12, Limited Partnership
|
|
General Partner
|
|
By:
|
NEA 12 GP, LLC
|
|
General Partner
|
By:
|
NEA 12 GP, LLC
|
|
General Partner
|
*
|
*
|
CUSIP No. 89685A102 | 13D | Page 16 of 18 Pages |
*
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*
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*
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*
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*
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CUSIP No. 89685A102 | 13D | Page 17 of 18 Pages |
CUSIP No. 89685A102 | 13D | Page 18 of 18 Pages |