0001181431-12-041421.txt : 20120719 0001181431-12-041421.hdr.sgml : 20120719 20120719213000 ACCESSION NUMBER: 0001181431-12-041421 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120719 FILED AS OF DATE: 20120719 DATE AS OF CHANGE: 20120719 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KAYAK SOFTWARE Corp CENTRAL INDEX KEY: 0001312928 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 542139807 BUSINESS ADDRESS: STREET 1: 55 NORTH WATER STREET STREET 2: SUITE 1 CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038993100 MAIL ADDRESS: STREET 1: 55 NORTH WATER STREET STREET 2: SUITE 1 CITY: NORWALK STATE: CT ZIP: 06854 FORMER COMPANY: FORMER CONFORMED NAME: KAYAK SOFTWARE CORP DATE OF NAME CHANGE: 20041228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL XI CENTRAL INDEX KEY: 0001228834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35604 FILM NUMBER: 12970882 BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA TECHNOLOGY PARTNERS XI CENTRAL INDEX KEY: 0001261133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35604 FILM NUMBER: 12970881 BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL XI PRINCIPALS FUND CENTRAL INDEX KEY: 0001261134 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35604 FILM NUMBER: 12970885 BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC XI MANAGEMENT LLC CENTRAL INDEX KEY: 0001261135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35604 FILM NUMBER: 12970886 BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND CENTRAL INDEX KEY: 0001357260 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35604 FILM NUMBER: 12970887 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL RD BLDG 4 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 3000 SAND HILL RD BLDG 4 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL GROWTH PARTNERS III CENTRAL INDEX KEY: 0001367781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35604 FILM NUMBER: 12970884 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BLDG 4, SUITE 180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BLDG 4, SUITE 180 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL GROWTH FUND III CENTRAL INDEX KEY: 0001367782 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35604 FILM NUMBER: 12970883 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BLDG 4, SUITE 180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BLDG 4, SUITE 180 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCGF III MANAGEMENT LLC CENTRAL INDEX KEY: 0001367787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35604 FILM NUMBER: 12970888 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BLDG 4, SUITE 180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BLDG 4, SUITE 180 CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 rrd351312.xml FORM 3 X0206 3 2012-07-19 0 0001312928 KAYAK SOFTWARE Corp KYAK 0001367787 SCGF III MANAGEMENT LLC 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001261135 SC XI MANAGEMENT LLC 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001357260 SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001367781 SEQUOIA CAPITAL GROWTH PARTNERS III 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001367782 SEQUOIA CAPITAL GROWTH FUND III 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001228834 SEQUOIA CAPITAL XI 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001261134 SEQUOIA CAPITAL XI PRINCIPALS FUND 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001261133 SEQUOIA TECHNOLOGY PARTNERS XI 3000 SAND HILL ROAD BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 Common Stock 220058 I By Sequoia Capital Growth Fund III, LP Common Stock 1196 I By Sequoia Capital Growth Partners III, LP Common Stock 8691 I By Sequoia Capital Growth III Principals Fund, LLC Common Stock 1372 I By Sequoia Technology Partners XI, LP Common Stock 4725 I By Sequoia Capital XI Principals Fund, LLC Common Stock 43428 I By Sequoia Capital XI, LP Series A-1 Convertible Preferred Stock Common Stock 232820 I By Sequoia Capital Growth Fund III, LP Series A-1 Convertible Preferred Stock Common Stock 1265 I By Sequoia Capital Growth Partners III, LP Series A-1 Convertible Preferred Stock Common Stock 9196 I By Sequoia Capital Growth III Principals Fund, LLC Series D Convertible Preferred Stock Common Stock 1816181 I By Sequoia Capital Growth Fund III, LP Series D Convertible Preferred Stock Common Stock 19877 I By Sequoia Capital Growth Partners III, LP Series D Convertible Preferred Stock Common Stock 93790 I By Sequoia Capital Growth III Principals Fund, LLC Series B Convertible Preferred Stock Common Stock 84403 I By Sequoia Technology Partners XI, LP Series B Convertible Preferred Stock Common Stock 290688 I By Sequoia Capital XI Principals Fund, LLC Series B Convertible Preferred Stock Common Stock 2671951 I By Sequoia Capital XI, LP Series B-1 Convertible Preferred Stock Common Stock 9239 I By Sequoia Technology Partners XI, LP Series B-1 Convertible Preferred Stock Common Stock 31820 I By Sequoia Capital XI Principals Fund, LLC Series B-1 Convertible Preferred Stock Common Stock 292480 I By Sequoia Capital XI, LP Series C Convertible Preferred Stock Common Stock 4643 I By Sequoia Technology Partners XI, LP Series C Convertible Preferred Stock Common Stock 15991 I By Sequoia Capital XI Principals Fund, LLC Series C Convertible Preferred Stock Common Stock 146983 I By Sequoia Capital XI, LP Each share of Common Stock shall be reclassified into one share of Class B Common Stock upon the completion of the Issuer's initial public offering of Class A Common Stock. SCGF III Management, LLC ("SCGF III Management") is the general partner of Sequoia Capital Growth Partners III, LP ("SCGP III") and Sequoia Capital Growth Fund III, LP ("SCGF III") and is the managing member of Sequoia Capital Growth III Principals Fund, LLC ("SCG III"). As a result, SCGF III Management may be deemed to share voting and dispositive power with respect to the shares held by SCGP III, SCGF III and SCG III. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. SC XI Management, LLC ("SC XI Management") is the general partner of Sequoia Capital XI, LP ("SC XI") and Sequoia Technology Partners XI, LP ("STP XI") and is the managing member of Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). As a result, SC XI Management may be deemed to share voting and dispositive power with respect to the shares held by SC XI, STP XI and SC XI PF. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. The Series A-1 Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis and has no expiration date. The Series A-1 Convertible Preferred Stock will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Class A Common Stock. The Series B Convertible Preferred Stock is convertible into the Issuer's common stock on a one-for-one basis and has no expiration date. The Series B Convertible Preferred Stock will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Class A Common Stock. The Series B-1 Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis and has no expiration date. (Continued to footnote 5) The Series B-1 Convertible Preferred Stock will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Class A Common Stock. The Series C Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis and has no expiration date. The Series C Convertible Preferred Stock will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Class A Common Stock. The Series D Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis and has no expiration date. The Series D Convertible Preferred Stock will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Class A Common Stock. Exhibit 24.1 Power of Attorney /s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SCGF III Management, LLC 2012-07-19 /s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC 2012-07-19 /s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SCGF III Management, LLC, the General Partner of Sequoia Capital Growth Fund III, L.P. 2012-07-19 /s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SCGF III Management, LLC, the General Partner of Sequoia Capital Growth Partners III, L.P. 2012-07-19 /s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SCGF III Management, LLC, the Managing Member of Sequoia Capital Growth III Principals Fund LLC 2012-07-19 /s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Capital XI, L.P. 2012-07-19 /s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Technology Partners XI, L.P. 2012-07-19 /s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC, the Managing Member of Sequoia Capital XI Principals Fund LLC 2012-07-19 EX-24. 2 rrd315236_356102.htm POWER OF ATTORNEY rrd315236_356102.html 
                            LIMITED POWER OF ATTORNEY
                                       FOR
                              SECTION 16(a) FILINGS

        Know all by these presents, that the undersigned hereby constitutes and
appoints Melinda Dunn the undersigned's true and lawful attorney-in-fact to:

        (1)     Execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer, director and/or
                stockholder of any corporation or other person in which an
                investment fund affiliated with Sequoia Capital Operations, LLC
                makes an investment (each, a "Company"), Forms 3, 4, and 5 and
                amendments thereto in accordance with Section 16(a) of the
                Securities Exchange Act of 1934 and the rules thereunder;

        (2)     Do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5 or amendment thereto and timely
                file such form with the United States Securities and Exchange
                Commission (the "SEC") and any stock exchange or similar
                authority; and

        (3)     Take any other action of any type whatsoever which, in the
                opinion of such attorney-in-fact, may be necessary or desirable
                in connection with the foregoing authority, it being understood
                that the documents executed by such attorney-in-fact on behalf
                of the undersigned pursuant to this Limited Power of Attorney
                shall be in such form and shall contain such terms and
                conditions as such attorney-in-fact may approve.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is any Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

        This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to any Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact. This Limited Power of
Attorney may be filed with the SEC as a confirming statement of the authority
granted herein.

        IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 24th day of August, 2009.


/s/ Michael Moritz
--------------------
Name: Michael Moritz