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
NLIGHT, INC. [ LASR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/30/2018 | ||||||||||||||||||||||||||
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 | 04/30/2018 | C | 5,934,216 | A | (1)(2)(3)(4)(5) | 5,961,028(11) | D(12) |
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 | ||||||||
Series C Preferred Stock | (1) | 04/30/2018 | C | 1,389,860(6) | (1) | (1) | Common Stock | 1,389,860 | $0.00 | 0 | D(12) | ||||
Series D Preferred Stock | (2) | 04/30/2018 | C | 1,415,912(7) | (2) | (2) | Common Stock | 1,415,912 | $0.00 | 0 | D(12) | ||||
Series E Preferred Stock | (3) | 04/30/2018 | C | 267,754(8) | (3) | (3) | Common Stock | 267,754 | $0.00 | 0 | D(12) | ||||
Series F Preferred Stock | (4) | 04/30/2018 | C | 2,526,719(9) | (4) | (4) | Common Stock | 2,526,719 | $0.00 | 0 | D(12) | ||||
Series G Preferred Stock | (5) | 04/30/2018 | C | 333,971(10) | (5) | (5) | Common Stock | 333,971 | $0.00 | 0 | D(12) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The Series C Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date. |
2. The Series D Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date. |
3. The Series E Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date. |
4. The Series F Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date. |
5. The Series G Convertible Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date. |
6. Consists of 1,317,410 shares held of record by Menlo Ventures IX, L.P., 43,470 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 5,268 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 23,712 shares held of record by MMEF IX, L.P. |
7. Consists of 1,335,768 shares held of record by Menlo Ventures IX, L.P., 44,080 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 6,678 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 29,386 shares held of record by MMEF IX, L.P. |
8. Consists of 252,599 shares held of record by Menlo Ventures IX, L.P., 8,335 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 1,263 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 5,557 shares held of record by MMEF IX, L.P. |
9. Consists of 2,383,702 shares held of record by Menlo Ventures IX, L.P., 78,660 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 11,917 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 52,440 shares held of record by MMEF IX, L.P. |
10. Consists of 315,445 shares held of record by Menlo Ventures IX, L.P., 10,409 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 1,497 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 6,620 shares held of record by MMEF IX, L.P. |
11. Consists of 5,630,342 shares held of record by Menlo Ventures IX, L.P., 185,792 shares held of record by Menlo Entrepreneurs Fund IX, L.P., 26,723 shares held of record by Menlo Entrepreneurs Fund IX(A), L.P. and 118,171 shares held of record by MMEF IX, L.P. |
12. MV Management IX, L.L.C. is the general partner of Menlo Ventures IX, L.P., Menlo Entrepreneurs Fund IX, L.P., Menlo Entrepreneurs Fund IX(A), L.P. and MMEF IX, L.P. (collectively, the "Menlo Funds"), and the managing members of the general partner are H. DuBose Montgomery, John W. Jarve, Douglas C. Carlisle, Mark A. Siegel and Shawn T. Carolan. These individuals may be deemed to have shared voting and investment power over the shares held by the Menlo Funds. Each of these individuals disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the Reporting Person or its managing members are the beneficial owner of such securities for Section 16 or any other purpose. |
/s/ Kerry Hill, as attorney-in-fact | 04/30/2018 | |
** 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. |