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