SEC FORM 4

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^*

SCGF III MANAGEMENT LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KAYAK SOFTWARE Corp [ KYAK ]

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)
07/25/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	07/25/2012		J⁽¹⁾		4,643	D	⁽¹⁾	0	I	By Sequoia Technology Partners XI, LP⁽¹⁰⁾
Common Stock⁽¹⁾	07/25/2012		J⁽¹⁾		15,991	D	⁽¹⁾	0	I	By Sequoia Capital XI Principals Fund, LLC⁽¹⁰⁾
Common Stock⁽¹⁾	07/25/2012		J⁽¹⁾		146,983	D	⁽¹⁾	0	I	By Sequoia Capital XI, LP⁽¹⁰⁾
Common Stock⁽¹⁾	07/25/2012		J⁽¹⁾		1,816,181	D	⁽¹⁾	0	I	By Sequoia Capital Growth Fund III, LP⁽⁹⁾
Common Stock⁽¹⁾	07/25/2012		J⁽¹⁾		19,877	D	⁽¹⁾	0	I	By Sequoia Capital Growth Partners III, LP⁽⁹⁾
Common Stock⁽¹⁾	07/25/2012		J⁽¹⁾		93,790	D	⁽¹⁾	0	I	By Sequoia Capital Growth III Principals Fund, LLC⁽⁹⁾
Class A Common Stock	07/25/2012		J⁽²⁾		69,853	A	⁽²⁾	69,853	I	By Sequoia Capital Growth Fund III, LP⁽⁹⁾
Class A Common Stock	07/25/2012		J⁽²⁾		765	A	⁽²⁾	765	I	By Sequoia Capital Growth Partners III, LP⁽⁹⁾
Class A Common Stock	07/25/2012		J⁽²⁾		3,607	A	⁽²⁾	3,607	I	By Sequoia Capital Growth III Principals Fund, LLC⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽³⁾	07/25/2012		J⁽¹⁾		4,643		⁽³⁾	⁽³⁾	Class A Common Stock	4,643	$0	99,657	I	By Sequoia Technology Partners XI, LP⁽¹⁰⁾
Class B Common Stock	⁽³⁾	07/25/2012		J⁽¹⁾		15,991		⁽³⁾	⁽³⁾	Class A Common Stock	15,991	$0	343,224	I	By Sequoia Capital XI Principals Fund, LLC⁽¹⁰⁾
Class B Common Stock	⁽³⁾	07/25/2012		J⁽¹⁾		146,983		⁽³⁾	⁽³⁾	Class A Common Stock	146,983	$0	3,154,842	I	By Sequoia Capital XI, LP⁽¹⁰⁾
Class B Common Stock	⁽³⁾	07/25/2012		J⁽¹⁾		1,816,181		⁽³⁾	⁽³⁾	Class A Common Stock	1,816,181	$0	2,269,059	I	By Sequoia Capital Growth Fund III, LP⁽⁹⁾
Class B Common Stock	⁽³⁾	07/25/2012		J⁽¹⁾		19,877		⁽³⁾	⁽³⁾	Class A Common Stock	19,877	$0	22,338	I	By Sequoia Capital Growth Partners III, LP⁽⁹⁾
Class B Common Stock	⁽³⁾	07/25/2012		J⁽¹⁾		93,790		⁽³⁾	⁽³⁾	Class A Common Stock	93,790	$0	111,677	I	By Sequoia Capital Growth III Principals Fund, LLC⁽⁹⁾

1. Name and Address of Reporting Person^*

SCGF III MANAGEMENT LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(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^*

SC XI MANAGEMENT LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL GROWTH PARTNERS III

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL GROWTH FUND III

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL XI

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(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^*

SEQUOIA CAPITAL XI PRINCIPALS FUND

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(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^*

SEQUOIA TECHNOLOGY PARTNERS XI

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(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. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock automatically converted into one share of Class B Common Stock upon the completion of the Issuer's initial public offering of Class A Common Stock.

2. The shares were issued pursuant to an automatic adjustment as part of a concurrent private placement in accordance with an Election and Amendment Agreement, dated April 19, 2012, by and among the Issuer and the stockholders named therein.

3. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) any transfer (subject to certain exceptions), or (ii) the death of a natural person holding Class B Common Stock. All authorized shares of Class B Common Stock will each convert automatically into Class A Common Stock on the seven-year anniversary of completion of the Issuer's initial public offering of Class A Common Stock.

9. 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.

10. 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.

Remarks:

Form 2 of 2

	/s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SCGF III Management, LLC	07/26/2012
	/s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC	07/26/2012
	/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.	07/26/2012
	/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.	07/26/2012
	/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	07/26/2012
	/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.	07/26/2012
	/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.	07/26/2012
	/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	07/26/2012
	** Signature of Reporting Person	Date
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