Rule 13d-1(b)
	Rule 13d-1(c)
X	Rule 13d-1(d)

 

 

 

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Revolution WF Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                    (a)   [  ]     (b)  [X]     See Footnote 1
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		5	SOLE VOTING POWER   0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER   2,434,815 (See Items 2 and Item 4 herein)
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER   0
WITH		8	SHARED DISPOSITIVE POWER   2,434,815 (See Items 2 and Item 4 herein)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,434,815 (See Items 2 and Item 4 herein)
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% (See Item 4 herein)
12	TYPE OF REPORTING PERSON*   OO

(1)

This Schedule 13G is filed by each of Revolution WF Holdings LLC (“ Revolution WF”), Revolution Management Company LLC (“Management”), Revolution LLC (“Revolution”), The Stephen M. Case Revocable Trust (the “Trust”) and Stephen M. Case (“Case”) (hereinafter sometimes referred to collectively as the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Revolution Management Company LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a)   [  ]     (b)   [X]     See Footnote 1
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		5	SOLE VOTING POWER   0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER   2,434,815 (See Items 2 and Item 4 herein)
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER   0
WITH		8	SHARED DISPOSITIVE POWER   2,434,815(See Items 2 and Item 4 herein)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,434,815 (See Items 2 and Item 4 herein)
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% (See Item 4 herein)
12	TYPE OF REPORTING PERSON*   OO

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Revolution LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)   [  ]     (b)   [X]     See Footnote 1
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		5	SOLE VOTING POWER   0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER   2,434,815 (See Items 2 and Item 4 herein)
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER   0
WITH		8	SHARED DISPOSITIVE POWER   2,434,815 (See Items 2 and Item 4 herein)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,434,815 (See Items 2 and Item 4 herein)
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% (See Item 4 herein)
12	TYPE OF REPORTING PERSON*   OO

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   The Stephen M. Case Revocable Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)   [  ]     (b)   [X]     See Footnote 1
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Virginia
NUMBER OF		5	SOLE VOTING POWER   0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER   2,434,815 (See Items 2 and Item 4 herein)
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER   0
WITH		8	SHARED DISPOSITIVE POWER   2,434,815 (See Items 2 and Item 4 herein)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,434,815 (See Items 2 and Item 4 herein)
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% (See Item 4 herein)
12	TYPE OF REPORTING PERSON*   OO

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Stephen M. Case
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)   [  ]     (b)   [X]     See Footnote 1
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF		5	SOLE VOTING POWER   0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER   2,434,815 (See Items 2 and Item 4 herein)
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER   0
WITH		8	SHARED DISPOSITIVE POWER   2,434,815 (See Items 2 and Item 4 herein)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,434,815 (See Items 2 and Item 4 herein)
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% (See Item 4 herein)
12	TYPE OF REPORTING PERSON*   IN

Item 1.

(a)	Name of Issuer:

(b)	Address of Issuer’s Principal Executive Offices:

345 Hudson Street, 16th Floor

New York, New York  10014

 
 

Item 2.

(a)	Name of Person Filing:

Revolution WF Holdings LLC (“Revolution WF”)

Revolution Management Company LLC (“Management”)

Revolution LLC (“Revolution”)

The Stephen M. Case Revocable Trust (the “Trust”)

Stephen M. Case (“Case”)

See attached Exhibit A, which is a copy of their agreement in writing to file this statement on behalf of each of them.

The shares reported herein are directly owned by Revolution WF. Management wholly-owns Revolution WF. Revolution wholly-owns Management and the Trust owns a majority in interest of Revolution. Case is the sole Trustee of the Trust.

(b)	Address of Principal Business Office or, if none, Residence:

The business address for each of  Revolution WF, Management, Revolution, the Trust and Case is 1717 Rhode Island Avenue NW, 10th Floor, Washington, DC  20036.

(c)	Citizenship:

Each of Revolution WF, Management and Revolution are limited liability companies organized under the laws of the State of Delaware. The Trust is a Virginia trust and Case is a citizen of the United States.

 
 

(d)	Title of Class of Securities:

Common Stock, $0.01 par value per share (the “Common Stock”)

(e)	CUSIP Number:

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:

NOT APPLICABLE.

(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 associations 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).

Item 4.

Ownership.

(a)	Amount beneficially owned:

(b)	Percent of class:

 

 

 

CUSIP No.  300415 106

13G

Page 9 of 11 Pages

As of December 31, 2015 (based on 32,366,501 shares of the Issuer’s Common Stock outstanding as of November 11, 2015 as reported by the Issuer in its Form 10-Q for the period ending September 30, 2015 as filed with the Securities and Exchange Commission on November 12, 2015); the 2,434,815 shares of the Issuer’s Common Stock beneficially owned by each of Revolution WF, Management, Revolution, the Trust and Case constituted 7.5% of the shares outstanding.

(c)	Number of shares as to which the person has:

(i)	Sole power to vote or to direct the vote –   0

 

(ii)	Shared power to vote or to direct the vote – Revolution WF, Management, Revolution, the Trust and Case share the power to vote or direct the vote of the 2,434,815 shares of the Issuer’s Common Stock owned by Revolution WF.

 

(iii)

Sole power to dispose or to direct the disposition of –  0

 

(iv)	Shared power to dispose or to direct the disposition of – Revolution WF, Management, Revolution, the Trust and Case share the power to dispose or to direct the disposition of the 2,434,815 shares of the Issuer’s Common Stock owned by Revolution WF.

Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Item 8.

Identification and Classification of Members of the Group.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certification

Not Applicable

 

 

 

 

EXHIBIT A

AGREEMENT

JOINT FILING OF SCHEDULE 13G

 

	REVOLUTION WF HOLDINGS LLC
January 27, 2016	By:	/s/ Stephen M. Case
		Name: Stephen M. Case
		Title: Chairman and Chief Executive Officer