SEC Form 4
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*
Alloy Ventures 2000, LLC

(Last) (First) (Middle)
400 HAMILTON AVE., 4TH FL.

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PHARSIGHT CORP [ PHST ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/27/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 06/27/2007 C 3,629,316 A (1) 3,629,316 I(4)(6) See footnotes.
Common Stock 06/27/2007 C 725,680 A (1) 4,354,996 I(4)(7) See footnotes.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Redeemable Convertible Preferred Stock (1) 06/27/2007 C 907,329(2) (1) (5) Common Stock 3,629,316 $0 0 I(2) See footnotes.
Series B Redeemable Convertible Preferred Stock (1) 06/27/2007 C 181,420(3) (1) (5) Common Stock 725,680 $0 0 I(3) See footnotes.
1. Name and Address of Reporting Person*
Alloy Ventures 2000, LLC

(Last) (First) (Middle)
400 HAMILTON AVE., 4TH FL.

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Alloy Ventures 2000, L.P.

(Last) (First) (Middle)
400 HAMILTON AVE., 4TH FL.

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Alloy Corporate 2000, L.P.

(Last) (First) (Middle)
400 HAMILTON AVE., 4TH FL.

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of Group
1. Name and Address of Reporting Person*
Alloy Investors 2000, L.P.

(Last) (First) (Middle)
400 HAMILTON AVE., 4TH FL.

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of Group
1. Name and Address of Reporting Person*
Alloy Partners 2000, L.P.

(Last) (First) (Middle)
400 HAMILTON AVE., 4TH FL.

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of Group
1. Name and Address of Reporting Person*
TAYLOR CRAIG C

(Last) (First) (Middle)
400 HAMILTON AVE., 4TH FL.

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KELLY DOUGLAS E

(Last) (First) (Middle)
400 HAMILTON AVE., 4TH FL.

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Shoch John

(Last) (First) (Middle)
400 HAMILTON AVE., 4TH FL.

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Di Bona Tony

(Last) (First) (Middle)
400 HAMILTON AVE., 4TH FL.

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Read J Leighton

(Last) (First) (Middle)
400 HAMILTON AVE., 4TH FL.

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each share of Series A redeemable preferred stock and each share of Series B redeemable preferred stock is convertible into four (4) shares of Pharsight's common stock at the election of the holder or upon the occurrence of certain other events described in issuer's certificate of designation of Series A and Series B convertible preferred stock.
2. Shares of Series A convertible redeemable preferred stock were converted as follows: 658,618 shares by Alloy Ventures 2000, L.P.("Ventures"), 135,799 shares by Alloy Investors 2000, L.P. ("Investors"), 79,155 shares by Alloy Corporate 2000, L.P. ("Corporate") and 33,757 shares by Alloy Partners 2000, L.P. ("Partners"). Alloy Ventures 2000, LLC ("Ventures LLC") is the general partner of Ventures, Investors, Corporate and Partners and may be deemed to have sole power to vote and dispose of the shares that are owned by such entities. The managing members of Ventures LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D., J. Leighton Read, M.D. and Tony DiBona and they may be deemed to have shared power to vote and dispose of the shares.
3. Shares of Series B convertible redeemable preferred stock were converted as follows: 131,710 shares by Alloy Ventures 2000, L.P.("Ventures"), 27,150 shares by Alloy Investors 2000, L.P. ("Investors"), 15,820 shares by Alloy Corporate 2000, L.P. ("Corporate") and 6,740 shares by Alloy Partners 2000, L.P. ("Partners") Alloy Ventures 2000, LLC ("Ventures LLC") is the general partner of Ventures, Investors, Corporate and Partners and may be deemed to have sole power to vote and dispose of the shares that are owned by such entities The managing members of Ventures LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D. J. Leighton Read, M.D. and Tony Di Bona and they may be deemed to have shared power to vote and dispose of the shares.
4. All Reporting Persons disclaim beneficial ownership of the shares of the issuer held by other Reporting Persons herein, except to the extent of their respective pecuniary interest therein, if any. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities and Exchange Act of 1934,or otherwise, any of the Reporting Persons are the beneficial owners of all of the equity securities covered by this statement.
5. Not applicable.
6. The shares are held as follows: 2,634,472 shares are held by Alloy Ventures, L.P. ("Ventures"), 543,196 shares are held by Alloy Investors 2000, L.P. ("Investors"), 316,620 shares are held by Alloy Corporate 2000, L.P. ("Corporate") and 135,028 shares are held by Alloy Partners 2000, L.P. ("Partners"). Alloy Ventures 2000, LLC ("Ventures LLC") is the general partner of Ventures, Investors, Corporate and Partners and may be deemed to have sole power to vote and dispose of the shares that are owned by such entities. The managing members of Ventures LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D., J. Leighton Read, M.D. and Tony DiBona and they may be deemed to have shared power to vote and dispose of the shares.
7. The shares are held as follows: 3,161,312 shares are held by Alloy Ventures, L.P. ("Ventures"), 651,796 shares are held by Alloy Investors 2000, L.P. ("Investors"), 379,900 shares are held by Alloy Corporate 2000, L.P. ("Corporate") and 161,988 shares are held by Alloy Partners 2000, L.P. ("Partners"). Alloy Ventures 2000, LLC ("Ventures LLC") is the general partner of Ventures, Investors, Corporate and Partners and may be deemed to have sole power to vote and dispose of the shares that are owned by such entities. The managing members of Ventures LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D., J. Leighton Read, M.D. and Tony DiBona and they may be deemed to have shared power to vote and dispose of the shares.
/s/ Tony DiBona, Managing Member 06/28/2007
/s/ Tony DiBona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Ventures 2000, L.P. 06/28/2007
/s/ Tony DiBona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Corporate 2000, L.P. 06/28/2007
/s/ Tony DiBona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Investors 2000, L.P. 06/28/2007
/s/ Tony DiBona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Partners 2000, L.P. 06/28/2007
/s/ Tony DiBona, Attorney-in-Fact for Craig C. Taylor 06/28/2007
/s/ Tony DiBona, Attorney-in-Fact for Douglas E. Kelly 06/28/2007
/s/ Tony DiBona, Attorney-in-Fact for John F. Shoch 06/28/2007
/s/ Tony DiBona 06/28/2007
/s/ Tony DiBona, Attorney-in-Fact for J. Leighton Read 06/28/2007
** 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).
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