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
VA SOFTWARE CORP [ lnux ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2003 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 09/15/2003 | J(1) | V | 5,215 | A | (2) | 136,626 | D(3) | ||
Common Stock | 09/15/2003 | J(4) | 2,653,626 | D | (2) | 1,231,000 | I | Held by Sequoia Capital VIII(5) | ||
Common Stock | 09/15/2003 | J(6) | 49,292 | D | (2) | 0 | I | Held by Sequoia International Technology Partners VIII(5) | ||
Common Stock | 09/15/2003 | J(7) | 257,175 | D | (2) | 0 | I | Held by Sequoia International Technology Partners VIII (Q)(5) | ||
Common Stock | 09/15/2003 | J(8) | 419,690 | D | (2) | 0 | I | Held by Sequoia Capital Franchise Fund(5) | ||
Common Stock | 09/15/2003 | J(9) | 46,632 | D | (2) | 0 | I | Held by Sequoia Capital Franchise Partners(5) | ||
Common Stock | 09/16/2003 | S(10) | 10,000 | D | $5.28 | 1,221,000 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 83,600 | D | $5.3 | 1,137,400 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 39,700 | D | $5.3026 | 1,097,700 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 61,100 | D | $5.3051 | 1,036,600 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 32,300 | D | $5.3092 | 1,004,300 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 53,100 | D | $5.3206 | 951,200 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 20,000 | D | $5.3223 | 931,200 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 6,000 | D | $5.3339 | 925,200 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 30,000 | D | $5.343 | 895,200 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 105,000 | D | $5.3671 | 790,200 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 55,000 | D | $5.3824 | 735,200 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 20,300 | D | $5.4 | 714,900 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 77,900 | D | $5.4025 | 637,000 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 25,700 | D | $5.4102 | 611,300 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 62,200 | D | $5.46 | 549,100 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 81,500 | D | $5.47 | 467,600 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 5,000 | D | $5.4947 | 462,600 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 5,300 | D | $5.5 | 457,300 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 30,800 | D | $5.5016 | 426,500 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 31,400 | D | $5.551 | 395,100 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 5,500 | D | $5.7773 | 389,600 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 500 | D | $5.8376 | 389,100 | I | Held by Sequoia Captial VIII(5) | ||
Common Stock | 09/16/2003 | S(10) | 1,500 | D | $5.8704 | 387,600 | I | Held by Sequoia Captial VIII(5) |
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 |
Explanation of Responses: |
1. Liquidation distribution from Sequoia Capital Franchise Partners and Sequoia International Technology Partners VIII (Q), of which Mr. Leone is a general partner. Mr. Leone is voluntarily reporting a change in beneficial ownership pursuant to Rule 16a-13 of the Securities and Exchange Act of 1934, as amended. Mr. Leone previously reported indirect ownership of an aggregate of 303,807 shares of the issuer's common stock held by Sequoia Capital Franchise Partners and Sequoia International Technology Partners VIII (Q) to the extent of his pecuniary interest. |
2. The transaction reported is a distribution by a partnership to its partners in accordance with their interest therein and, as such no payment was made for such shares upon distribution. |
3. Received 2,212 shares as a liquidating distribution from Sequoia Capital Franchise Partners; Mr. Leone previously reported indirect beneficial ownership of 46,632 shares of common stock of VA Software Corporation held by Sequoia Capital Franchise Partners. Received 3,003 shares as a liquidating distribution from Sequoia International Technology Partners VIII (Q); Mr. Leone previously reported indirect beneficial ownership of 257,175 shares of common stock of VA Software Corporation held by Sequoia International Technology Partners VIII (Q). |
4. Partial liquidation distribution by Sequoia Capital VIII to its partners. |
5. Mr. Leone is a general partner and disclaims beneficial ownership except to the extent of his pecuniary interest. |
6. Liquidation distribution by Sequoia International Technology Partners VIII to its partners. |
7. Liquidation distribution by Sequoia International Technology Partners VIII (Q) to its partners. |
8. Liquidation distribution by Sequoia Capital Franchise Fund to its partners. |
9. Liquidation distribution by Sequoia Capital Franchise Partners to its partners. |
10. Sale by Sequoia Capital VIII. |
Remarks: |
Jay Seirmarco, by Power of Attorney | 09/17/2003 | |
** 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. |