0001209191-14-047935.txt : 20140717
0001209191-14-047935.hdr.sgml : 20140717
20140717184345
ACCESSION NUMBER: 0001209191-14-047935
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20140717
FILED AS OF DATE: 20140717
DATE AS OF CHANGE: 20140717
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TRUPANION INC.
CENTRAL INDEX KEY: 0001371285
STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 907 NW BALLARD WAY
CITY: SEATTLE
STATE: WA
ZIP: 98107
BUSINESS PHONE: 888-738-7478
MAIL ADDRESS:
STREET 1: 907 NW BALLARD WAY
CITY: SEATTLE
STATE: WA
ZIP: 98107
FORMER COMPANY:
FORMER CONFORMED NAME: VETINSURANCE INTERNATIONAL INC
DATE OF NAME CHANGE: 20060802
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RAWLINGS DARRYL
CENTRAL INDEX KEY: 0001611679
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36537
FILM NUMBER: 14981379
MAIL ADDRESS:
STREET 1: 907 NW BALLARD WAY
CITY: SEATTLE
STATE: WA
ZIP: 98107
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2014-07-17
0
0001371285
TRUPANION INC.
TRUP
0001611679
RAWLINGS DARRYL
C/O TRUPANION, INC.
907 NW BALLARD WAY
SEATTLE
WA
98107
1
1
1
0
President and CEO
Common Stock
701262
D
Series B Convertible Preferred Stock
Common Stock
70
D
Special Voting Shares
Common Stock
1025559
D
Stock Option (right to buy)
0.90
2018-12-04
Common Stock
544592
D
Stock Option (right to buy)
1.04
2021-09-23
Common Stock
309679
D
Represents unvested restricted stock subject to the issuer's right of repurchase as of the date of this filing, which repurchase right lapses over time.
Each share of the issuer's Series B Convertible Preferred Stock will be converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.
Each exchangeable share of Trupanion Canadian Shareholders, Ltd., a Canadian subsidiary of the issuer, will be automatically exchanged for 10 shares of the issuer's Common Stock immediately upon the closing of the issuer's IPO, which will trigger a mandatory redemption of each Special Voting Share, which Special Voting Share has no expiration date.
The option is fully vested.
The option vested as to 1/4 of the total shares on September 23, 2012, with an additional 1/48th of the total shares vesting monthly thereafter, subject to continued service through each vesting date.
/s/ Charlotte Sim-Warner as attorney-in-fact for Darryl Rawlings
2014-07-17
EX-24.3_532054
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints the responsible officers,
attorney and paralegal of Trupanion, Inc. (the "Company"), including Darryl
Rawlings, Asher Bearman, Charlotte Sim-Warner, as long as they are providing
services to the Company, and the responsible attorneys and paralegals of Fenwick
& West LLP ("Fenwick"), or either of them, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the Company, Forms 3, 4s and 5s in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Forms 3, 4s and
5s and timely file such forms with the Securities and Exchange Commission and
any stock exchange or similar authority, if required; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or each
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company or Fenwick assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.
The undersigned agrees that each such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to each such
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless
the Company and Fenwick and each such attorney-in-fact against any losses,
claims, damages or liabilities (or actions in these respects) that arise out of
or are based on any untrue statement or omission of necessary facts in the
information provided by the undersigned to such attorney-in-fact for purposes of
executing, acknowledging, delivering and filing Forms 3, 4s or 5s (including
amendments thereto) and agrees to reimburse the Company and Fenwick and each
such attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4s and 5s with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of July, 2014.
/s/ DARRYL RAWLINGS
Name: Darryl Rawlings