0001181431-13-030096.txt : 20130523
0001181431-13-030096.hdr.sgml : 20130523
20130523150916
ACCESSION NUMBER: 0001181431-13-030096
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130521
FILED AS OF DATE: 20130523
DATE AS OF CHANGE: 20130523
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: KAYAK Software Corp
CENTRAL INDEX KEY: 0001312928
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 542139807
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
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: 20101110
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35604
FILM NUMBER: 13868026
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35604
FILM NUMBER: 13868024
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35604
FILM NUMBER: 13868025
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35604
FILM NUMBER: 13868030
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35604
FILM NUMBER: 13868029
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35604
FILM NUMBER: 13868028
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35604
FILM NUMBER: 13868027
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35604
FILM NUMBER: 13868031
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
4
1
rrd380913.xml
FORM 4
X0306
4
2013-05-21
1
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
Class A Common Stock
2013-05-21
4
D
0
69853
D
0
I
By Sequoia Capital Growth Fund III, LP
Class A Common Stock
2013-05-21
4
D
0
765
D
0
I
By Sequoia Capital Growth Partners III, LP
Class A Common Stock
2013-05-21
4
D
0
3607
D
0
I
By Sequoia Capital Growth III Principals Fund, LLC
Class B Common Stock
2013-05-21
4
D
0
99657
D
Class A Common Stock
99657
0
I
By Sequoia Technology Partners XI, LP
Class B Common Stock
2013-05-21
4
D
0
343224
D
Class A Common Stock
343224
0
I
By Sequoia Capital XI Principals Fund, LLC
Class B Common Stock
2013-05-21
4
D
0
3154842
D
Class A Common Stock
3154842
0
I
By Sequoia Capital XI, LP
Class B Common Stock
2013-05-21
4
D
0
2269059
D
Class A Common Stock
2269059
0
I
By Sequoia Capital Growth Fund III, LP
Class B Common Stock
2013-05-21
4
D
0
22338
D
Class A Common Stock
22338
0
I
By Sequoia Capital Growth Partners III, LP
Class B Common Stock
2013-05-21
4
D
0
111677
D
Class A Common Stock
111677
0
I
By Sequoia Capital Growth III Principals Fund, LLC
20,168 shares disposed of for a cash payment of $40.00 per share pursuant to the Agreement and Plan of Merger, dated as of November 8, 2012 by and among the Issuer, priceline.com Incorporated ("priceline"), and Produce Merger Sub, Inc. (the "Merger Agreement"), in connection with the merger that became effective on May 21, 2013 (the "Merger"). 49,685 shares disposed of in exchange for 2,845 shares of priceline common stock and a cash payment of $703.18 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
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.
221 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 544 shares disposed of in exchange for 31 shares of priceline common stock and a cash payment of $117.82 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
1,041 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 2,566 shares disposed of in exchange for 146 shares of priceline common stock and a cash payment of $720.58 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
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.
28,773 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 70,884 shares disposed of in exchange for 4,060 shares of priceline common stock and a cash payment of $173.09 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
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.
99,097 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 244,127 shares disposed of in exchange for 13,983 shares of priceline common stock and a cash payment of $436.96 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
910,876 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 2,243,966 shares disposed of in exchange for 128,534 shares of priceline common stock and a cash payment of $273.75 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
655,130 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 1,613,929 shares disposed of in exchange for 92,445 shares of priceline common stock and a cash payment of $626.98 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
6,449 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 15,889 shares disposed of in exchange for 910 shares of priceline common stock and a cash payment of $89.60 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
32,244 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 79,433 shares disposed of in exchange for 4,549 shares of priceline common stock and a cash payment of $677.78 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
/s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SCGF III Management, LLC
2013-05-23
/s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC
2013-05-23
/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.
2013-05-23
/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.
2013-05-23
/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
2013-05-23
/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.
2013-05-23
/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.
2013-05-23
/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
2013-05-23