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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
Jive Software, Inc. [ JIVE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/16/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/16/2011 | C | 16,046,266 | A | (1) | 16,065,406 | I | See Footnote(2) | ||
Common Stock | 12/16/2011 | C | 745,903 | A | (1) | 746,659 | I | See Footnote(3) | ||
Common Stock | 12/16/2011 | C | 138,064 | A | (1) | 138,168 | I | See Footnote(4) |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (1) | 12/16/2011 | C | 9,231,539 | (1) | (1) | Common Stock | 9,231,539 | $0 | 0 | I | See Footnote(2) | |||
Series A Preferred Stock | (1) | 12/16/2011 | C | 476,732 | (1) | (1) | Common Stock | 476,732 | $0 | 0 | I | See Footnote(3) | |||
Series A Preferred Stock | (1) | 12/16/2011 | C | 101,036 | (1) | (1) | Common Stock | 101,036 | $0 | 0 | I | See Footnote(4) | |||
Series B Preferred Stock | (1) | 12/16/2011 | C | 3,122,027 | (1) | (1) | Common Stock | 3,122,027 | $0 | 0 | I | See Footnote(2) | |||
Series B Preferred Stock | (1) | 12/16/2011 | C | 123,315 | (1) | (1) | Common Stock | 123,315 | $0 | 0 | I | See Footnote(3) | |||
Series B Preferred Stock | (1) | 12/16/2011 | C | 16,964 | (1) | (1) | Common Stock | 16,964 | $0 | 0 | I | See Footnote(4) | |||
Series C Preferred Stock | (1) | 12/16/2011 | C | 3,692,700 | (1) | (1) | Common Stock | 3,692,700 | $0 | 0 | I | See Footnote(2) | |||
Series C Preferred Stock | (1) | 12/16/2011 | C | 145,856 | (1) | (1) | Common Stock | 145,856 | $0 | 0 | I | See Footnote(3) | |||
Series C Preferred Stock | (1) | 12/16/2011 | C | 20,064 | (1) | (1) | Common Stock | 20,064 | $0 | 0 | I | See Footnote(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. The shares of Series A, B, and C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
2. Shares held directly by Sequoia Capital Growth Fund III, L.P., ("Sequoia III"). SCGF III Management, LLC, the general partner of Sequoia III, may be deemed to share voting and dispositive power with respect to the shares held by Sequoia III. SCGF III Management, LLC disclaims beneficial ownership of securities held by Sequoia III, except to the extent of any pecuniary interest therein. |
3. Shares held directly by Sequoia Capital Growth III Principals Fund LLC ("Sequoia Principals"). SCGF III Management, LLC, the managing member of Sequoia Principals, may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Principals. SCGF III Management, LLC disclaims beneficial ownership of securities held by Sequoia Principals, except to the extent of any pecuniary interest therein. |
4. Shares held directly by Sequoia Capital Growth Partners III, L.P., ("Sequoia Partners"). SCGF III Management, LLC, the general partner of Sequoia Partners, may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Partners. SCGF III Management, LLC disclaims beneficial ownership of securities held by Sequoia Partners, except to the extent of any pecuniary interest therein. |
/s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SCGF III Management, LLC | 12/16/2011 | |
/s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SCGF III Management, LLC, the General Partner of Sequoia Capital Growth Fund III, L.P. | 12/16/2011 | |
/s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SCGF III Management, LLC, the Managing Member of Sequoia Capital Growth III Principals Fund LLC | 12/16/2011 | |
/s/ Melinda Dunn, by power of attorney for James J. Goetz, a Managing Member of SCGF III Management, LLC, the General Partner of Sequoia Capital Growth Partners III, L.P. | 12/16/2011 | |
** 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. |