0001193125-14-046799.txt : 20140212 0001193125-14-046799.hdr.sgml : 20140212 20140212062059 ACCESSION NUMBER: 0001193125-14-046799 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140212 DATE AS OF CHANGE: 20140212 GROUP MEMBERS: SCGF III MANAGEMENT, LLC GROUP MEMBERS: SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND GROUP MEMBERS: SEQUOIA CAPITAL GROWTH PARTNERS III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Jive Software, Inc. CENTRAL INDEX KEY: 0001462633 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 421515522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86613 FILM NUMBER: 14596541 BUSINESS ADDRESS: STREET 1: 325 LYTTON STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 503-295-3700 MAIL ADDRESS: STREET 1: 325 LYTTON STREET CITY: PALO ALTO STATE: CA ZIP: 94301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL GROWTH FUND III CENTRAL INDEX KEY: 0001367782 IRS NUMBER: 202812490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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 SC 13G/A 1 d667845dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)

 

 

 

Jive Software, Inc.

(Name of Issuer)

 

COMMON STOCK

(Title of Class of Securities)

 

47760A108

(CUSIP Number)

 

12/31/13

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

 

 

(Continued on following pages)

 

Page 1 of 9 Pages

CUSIP No. 47760A108   13G   Page 2 of 9 Pages

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL GROWTH FUND III, L.P. (“SCGF III”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-2812490

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

12,852,325

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

12,852,325

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,852,325

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.6%

12  

TYPE OF REPORTING PERSON

 

PN

CUSIP No. 47760A108   13G   Page 3 of 9 Pages

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL GROWTH PARTNERS III, L.P. (“SCGP III”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-3735244

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

110,534

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

110,534

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

110,534

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.2%

12  

TYPE OF REPORTING PERSON

 

PN

CUSIP No. 47760A108   13G   Page 4 of 9 Pages

 

  1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND (“SCG III PF”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-3737763

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

597,327

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

597,327

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

597,327

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.9%

12  

TYPE OF REPORTING PERSON

 

OO

CUSIP No. 47760A108   13G   Page 5 of 9 Pages

 

  1   

NAME OF REPORTING PERSON

 

SCGF III MANAGEMENT, LLC (“SCGF III LLC”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-2812373

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6    

SHARED VOTING POWER

 

13,560,186 shares of which 12,852,325 shares are directly held by SCGF III, 110,534 shares are directly held by SCGP III and 597,327 shares are directly held by SCG III PF. SCGF III LLC is the General Partner of each of SCGF III and SCGP III, and the Managing Member of SCG III PF.

   7    

SOLE DISPOSITIVE POWER

 

0

   8    

SHARED DISPOSITIVE POWER

 

13,560,186 shares of which 12,852,325 shares are directly held by SCGF III, 110,534 shares are directly held by SCGP III and 597,327 shares are directly held by SCG III PF. SCGF III LLC is the General Partner of each of SCGF III and SCGP III, and the Managing Member of SCG III PF.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,560,186

  10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

  11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

19.6%

  12  

TYPE OF REPORTING PERSON

 

OO

CUSIP No. 47760A108   13G   Page 6 of 9 Pages

 

ITEM 1.

 

  (a) Name of Issuer: Jive Software, Inc.

 

  (b) Address of Issuer’s Principal Executive Offices:

325 Lytton Avenue

Suite 200

Palo Alto, CA 94301

 

ITEM 2.

 

(a) Name of Persons Filing:

Sequoia Capital Growth Fund III, L.P.

Sequoia Capital Growth Partners III, L.P.

Sequoia Capital Growth III Principals Fund

SCGF III Management, LLC

SCGF III LLC is the General Partner of each of SCGF III and SCGP III, and the Managing Member of SCG III PF.

 

(b) Address of Principal Business Office or, if none, Residence:

3000 Sand Hill Road, 4-250

Menlo Park, CA 94025

 

(c) Citizenship:

SCGF III LLC, SCGF III, SCGP III, SCG III PF: Delaware

 

(d) Title of Class of Securities: Common Stock

 

(e) CUSIP Number: 47760A108

 

ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

 

ITEM 4. Ownership

SEE ROWS 5 THROUGH 11 OF COVER PAGES

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [    ]

 

CUSIP No. 47760A108   13G   Page 7 of 9 Pages

 

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

NOT APPLICABLE

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

NOT APPLICABLE

 

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

NOT APPLICABLE

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

NOT APPLICABLE

 

ITEM 10. CERTIFICATION NOT APPLICABLE

CUSIP No. 47760A108   13G   Page 8 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2014

 

Sequoia Capital Growth Fund III, L.P.
Sequoia Capital Growth Partners III, L.P.
  By: SCGF III Management, LLC,their General Partner
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member
Sequoia Capital Growth III Principals Fund, LLC
  By: SCGF III Management, LLC,
  Its Managing Member
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member
SCGF III Management, LLC
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member

CUSIP No. 47760A108   13G   Page 9 of 9 Pages

EXHIBIT 1

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree that the Schedule 13G relating to the common stock of Jive Software, Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: February 12, 2014

 

Sequoia Capital Growth Fund III, L.P.
Sequoia Capital Growth Partners III, L.P.
  By: SCGF III Management, LLC,their General Partner
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member
Sequoia Capital Growth III Principals Fund, LLC
  By: SCGF III Management, LLC,
  Its Managing Member
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member
SCGF III Management, LLC
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Member