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. _____)*
| Glori Energy Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 379606106 |
| (CUSIP Number) |
| April 14, 2014 |
| (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) |
| x | Rule 13d-1(c) |
| ¨ | 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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
Page 1 of 10
Exhibit Index on Page 9
| CUSIP #379606106 | Page 2 of 10 |
| 1 | NAME OF REPORTING PERSONS Kleiner Perkins Caufield & Byers XII, LLC (“KPCB XII”) |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 2,223,980 shares, except that KPCB XII Associates, LLC (“Associates”), the managing member of KPCB XII, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 2,223,980 shares, except that Associates, the managing member of KPCB XII, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,223,980 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 7.5% |
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP #379606106 | Page 3 of 10 |
| 1 | NAME OF REPORTING PERSONS KPCB XII Founders Fund, LLC (“KPCB XII Founders”) |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 34,616 shares, except that Associates, the managing member of KPCB XII Founders, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE
DISPOSITIVE POWER 34,616 shares, except that Associates, the managing member of KPCB XII Founders, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
34,616 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.1% |
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP #379606106 | Page 4 of 10 |
| 1 | NAME OF REPORTING PERSONS KPCB XII Associates, LLC |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 2,258,596 shares, of which 2,223,980 are directly owned by KPCB XII and 34,616 are directly owned by KPCB XII Founders. Associates, the managing member of KPCB XII and KPCB XII Founders, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 2,258,596 shares, of which 2,223,980 are directly owned by KPCB XII and 34,616 are directly owned by KPCB XII Founders. Associates, the managing member of KPCB XII and KPCB XII Founders, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
2,258,596 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 7.6% |
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP #379606106 | Page 5 of 10 |
| ITEM 1(A). | NAME OF ISSUER |
| Glori Energy Inc. (the “Issuer”) | |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
| 4315 South Drive | |
| Houston, TX 77053 | |
| ITEM 2(A). | NAME OF PERSONS FILING |
| This Schedule is filed by Kleiner Perkins Caufield & Byers XII, LLC, a Delaware limited liability company, KPCB XII Founders Fund, LLC, a Delaware limited liability company, and KPCB XII Associates, LLC, a Delaware limited liability company. The foregoing entities are collectively referred to as the “Reporting Persons.” | |
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
| The address for each of the Reporting Persons is: | |
| c/o Kleiner Perkins Caufield & Byers | |
| 2750 Sand Hill Road | |
| Menlo Park, California 94025 | |
| ITEM 2(C). | CITIZENSHIP |
| See Row 4 of cover page for each Reporting Person. | |
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES |
| Common Stock, $.0001 par value | |
| ITEM 2(E). | CUSIP NUMBER |
| 379606106 | |
| 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. | |
| ITEM 4. | OWNERSHIP |
| The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of April 14, 2014: |
| CUSIP #379606106 | Page 6 of 10 |
| (a) | Amount beneficially owned: | |
| See Row 9 of cover page for each Reporting Person. | ||
| (b) | Percent of Class: | |
| See Row 11 of cover page for each Reporting Person. | ||
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: | |
| See Row 5 of cover page for each Reporting Person. | ||
| (ii) | Shared power to vote or to direct the vote: | |
| See Row 6 of cover page for each Reporting Person. | ||
| (iii) | Sole power to dispose or to direct the disposition of: | |
| See Row 7 of cover page for each Reporting Person. | ||
| (iv) | Shared power to dispose or to direct the disposition of: | |
| See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. | |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| Under certain circumstances set forth in the limited liability company agreements of the Reporting Persons, the members of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a member. | |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
| Not applicable. | |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. | |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. | |
| CUSIP #379606106 | Page 7 of 10 |
| ITEM 10. | CERTIFICATION. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP #379606106 | Page 8 of 10 |
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: April 18, 2014
KLEINER PERKINS CAUFIELD & BYERS XII, LLC,
a
Delaware limited liability company
KPCB XII ASSOCIATES, LLC, a Delaware limited liability company, its managing member
| By: | /s/ Theodore E. Schlein | |
| Theodore E. Schlein | ||
| Managing Member |
KPCB XII FOUNDERS FUND, LLC, a Delaware limited liability company
KPCB XII ASSOCIATES, LLC, a Delaware limited liability company, its managing member
| By: | /s/ Theodore E. Schlein | |
| Theodore E. Schlein | ||
| Managing Member |
KPCB XII ASSOCIATES, LLC, a Delaware limited liability company
| By: | /s/ Theodore E. Schlein | |
| Theodore E. Schlein | ||
| Managing Member |
| CUSIP #379606106 | Page 9 of 10 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 10 |
| CUSIP #379606106 | Page 10 of 10 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: April 18, 2014
KLEINER PERKINS CAUFIELD & BYERS XII, LLC, a Delaware limited liability company
KPCB XII ASSOCIATES, LLC, a Delaware limited liability company, its managing member
| By: | /s/ Theodore E. Schlein | |
| Theodore E. Schlein | ||
| Managing Member |
KPCB XII FOUNDERS FUND, LLC, a Delaware limited liability company
KPCB XII ASSOCIATES, LLC, a Delaware limited liability company, its managing member
| By: | /s/ Theodore E. Schlein | |
| Theodore E. Schlein | ||
| Managing Member |
KPCB XII ASSOCIATES, LLC, a Delaware limited liability company
| By: | /s/ Theodore E. Schlein | |
| Theodore E. Schlein | ||
| Managing Member |