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
Carbonite Inc [ CARB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/16/2011 | ||||||||||||||||||||||||||
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 | 08/16/2011 | C | 5,728,050 | A | (1) | 5,744,570 | I(2) | Menlo Ventures X, L.P.(2) | ||
Common Stock | 08/16/2011 | C | 100,245 | A | (1) | 100,535 | I(3) | MMEF X, L.P.(3) | ||
Common Stock | 08/16/2011 | C | 48,690 | A | (1) | 48,830 | I(4) | Menlo Entrepreneurs Fund X, L.P.(4) | ||
Common Stock | 08/16/2011 | P | 779,728 | A | $10 | 6,524,298 | I(2) | Menlo Ventures X, L.P.(2) | ||
Common Stock | 08/16/2011 | P | 13,644 | A | $10 | 114,179 | I(3) | MMEF X, L.P.(3) | ||
Common Stock | 08/16/2011 | P | 6,628 | A | $10 | 55,458 | I(4) | Menlo Entrepreneurs Fund X, L.P.(4) |
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 A-1 Preferred Stock | (1) | 08/16/2011 | C | 105,957 | (1) | (1) | Common Stock | 317,871 | (1) | 0 | I(2) | Menlo Ventures X, L.P.(2) | |||
Series A-1 Preferred Stock | (1) | 08/16/2011 | C | 1,854 | (1) | (1) | Common Stock | 5,562 | (1) | 0 | I(3) | MMEF X, L.P.(3) | |||
Series A-1 Preferred Stock | (1) | 08/16/2011 | C | 901 | (1) | (1) | Common Stock | 2,703 | (1) | 0 | I(4) | Menlo Entrepreneurs Fund X, L.P.(4) | |||
Series A-2 Preferred Stock | (1) | 08/16/2011 | C | 282,061 | (1) | (1) | Common Stock | 846,183 | (1) | 0 | I(2) | Menlo Ventures X, L.P.(2) | |||
Series A-2 Preferred Stock | (1) | 08/16/2011 | C | 4,937 | (1) | (1) | Common Stock | 14,811 | (1) | 0 | I(3) | MMEF X, L.P.(3) | |||
Series A-2 Preferred Stock | (1) | 08/16/2011 | C | 2,397 | (1) | (1) | Common Stock | 7,191 | (1) | 0 | I(4) | Menlo Entrepreneurs Fund X, L.P.(4) | |||
Series B Preferred Stock | (1) | 08/16/2011 | C | 958,842 | (1) | (1) | Common Stock | 2,876,526 | (1) | 0 | I(2) | Menlo Ventures X, L.P.(2) | |||
Series B Preferred Stock | (1) | 08/16/2011 | C | 16,781 | (1) | (1) | Common Stock | 50,343 | (1) | 0 | I(3) | MMEF X, L.P.(3) | |||
Series B Preferred Stock | (1) | 08/16/2011 | C | 8,150 | (1) | (1) | Common Stock | 24,450 | (1) | 0 | I(4) | Menlo Entrepreneurs Fund X, L.P.(4) | |||
Series B-2 Preferred Stock | (1) | 08/16/2011 | C | 79,062 | (1) | (1) | Common Stock | 237,186 | (1) | 0 | I(2) | Menlo Ventures X, L.P.(2) | |||
Series B-2 Preferred Stock | (1) | 08/16/2011 | C | 1,384 | (1) | (1) | Common Stock | 4,152 | (1) | 0 | I(3) | MMEF X, L.P.(3) | |||
Series B-2 Preferred Stock | (1) | 08/16/2011 | C | 672 | (1) | (1) | Common Stock | 2,016 | (1) | 0 | I(4) | Menlo Entrepreneurs Fund X, L.P.(4) | |||
Series C Preferred Stock | (1) | 08/16/2011 | C | 360,691 | (1) | (1) | Common Stock | 1,082,073 | (1) | 0 | I(2) | Menlo Ventures X, L.P.(2) | |||
Series C Preferred Stock | (1) | 08/16/2011 | C | 6,312 | (1) | (1) | Common Stock | 18,936 | (1) | 0 | I(3) | MMEF X, L.P.(3) | |||
Series C Preferred Stock | (1) | 08/16/2011 | C | 3,066 | (1) | (1) | Common Stock | 9,198 | (1) | 0 | I(4) | Menlo Entrepreneurs Fund X, L.P.(4) | |||
Series D Preferred Stock | (1) | 08/16/2011 | C | 122,737 | (1) | (1) | Common Stock | 368,211 | (1) | 0 | I(2) | Menlo Ventures X, L.P.(2) | |||
Series D Preferred Stock | (1) | 08/16/2011 | C | 2,147 | (1) | (1) | Common Stock | 6,441 | (1) | 0 | I(3) | MMEF X, L.P.(3) | |||
Series D Preferred Stock | (1) | 08/16/2011 | C | 1,044 | (1) | (1) | Common Stock | 3,132 | (1) | 0 | I(4) | Menlo Entrepreneurs Fund X, L.P.(4) | |||
Stock Option (right to buy) | $10 | 08/16/2011 | A | 7,500 | (5) | 07/12/2021 | Common Stock | 7,500 | $0.00 | 7,500 | D |
Explanation of Responses: |
1. Each share of the Issuer's Preferred Stock converted into Common Stock on a 1:3 basis upon the closing of the Issuer's initial public offering and had no expiration date. |
2. These shares are owned directly by Menlo Ventures X, L.P. whose sole general partner is MV Management X, L.L.C. ("MVM-X"), of which Pravin A. Vazirani is a managing member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Pravin A. Vazirani is a director of the Issuer. |
3. These shares are owned directly by MMEF X, L.P. whose sole general partner is MVM-X, of which Pravin A. Vazirani is a managing member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Pravin A. Vazirani is a director of the Issuer. |
4. These shares are owned directly by Menlo Entrepreneurs Fund X, L.P. whose sole general partner is MVM-X, of which Pravin A. Vazirani is a managing member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Pravin A. Vazirani is a director of the Issuer. |
5. This option becomes exerciseable in 12 equal quarterly installments beginning on October 12, 2011. |
Remarks: |
/s/ Danielle Sheer, by power of attorney | 08/17/2011 | |
** 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. |