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
Isilon Systems, Inc. [ ISLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/16/2010 | ||||||||||||||||||||||||||
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 | 08/16/2010 | S | 225,000(1) | D | $17.2743(2) | 13,350,090 | I | See Footnote(3) | ||
Common Stock | 08/17/2010 | S | 152,000(4) | D | $17.8408(5) | 13,198,090 | I | See Footnote(6) | ||
Common Stock | 08/18/2010 | S | 68,000(7) | D | $17.584(8) | 13,130,090 | I | See Footnote(9) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Sale of 222,039 shares of the Issuer's Common Stock by Atlas Venture Fund V, L.P. ("Atlas V") and of 2,961 shares of the Issuer's Common Stock held by Atlas Venture Entrepreneurs' Fund V, L.P. ("AVE V"). These shares are owned directly by Atlas V and AVE V. Atlas Venture Associates V, L.P. is the general partner of Atlas V and AVE V. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
2. Represents a weighted-average price of shares disposed. These shares were sold in multiple transactions at prices ranging from $17.00 to $17.52, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth. |
3. Represents aggregate shares beneficially owned after the reported transaction. Includes 13,174,431 shares held directly by Atlas V and 175,659 shares held directly by AVE V. These shares are owned directly by Atlas V and AVE V. Atlas Venture Associates V, L.P. is the general partner of Atlas V and AVE V. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
4. Sale of 150,000 shares of the Issuer's Common Stock by Atlas V and of 2,000 shares of the Issuer's Common Stock held by AVE V. These shares are owned directly by Atlas V and AVE V. Atlas Venture Associates V, L.P. is the general partner of Atlas V and AVE V. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
5. Represents a weighted-average price of shares disposed. These shares were sold in multiple transactions at prices ranging from $17.51 to $18.03, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth. |
6. Represents aggregate shares beneficially owned after the reported transaction. Includes 13,024,431 shares held directly by Atlas V and 173,659 shares held directly by AVE V. These shares are owned directly by Atlas V and AVE V. Atlas Venture Associates V, L.P. is the general partner of Atlas V and AVE V. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
7. Sale of 67,105 shares of the Issuer's Common Stock by Atlas V and of 895 shares of the Issuer's Common Stock held by AVE V. These shares are owned directly by Atlas V and AVE V. Atlas Venture Associates V, L.P. is the general partner of Atlas V and AVE V. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
8. Represents a weighted-average price of shares disposed. These shares were sold in multiple transactions at prices ranging from $17.50 to $17.75, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth. |
9. Represents aggregate shares beneficially owned after all of the reported transactions. Includes 12,957,326 shares held directly by Atlas V and 172,764 shares held directly by AVE V. These shares are owned directly by Atlas V and AVE V. Atlas Venture Associates V, L.P. is the general partner of Atlas V and AVE V. Each of the Filing Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
Remarks: |
This statement on Form 4 is filed by Atlas Venture Associates V, L.P., Atlas Venture Fund V, L.P., and Atlas Venture Entrepreneurs' Fund V, L.P. The principal business address of each of the reporting persons is 890 Winter Street, Suite 320, Waltham, Massachusetts 02451. The reporting persons disclaim beneficial ownership of the securities listed herein except to the extent of their pecuniary interest therein. |
Atlas Venture Fund V, L.P., By: Atlas Venture Associates V, L.P., Its General Partner, By: Atlas Venture Associates V, Inc., Its General Partner, By: /s/ Kristen Laguerre, Vice President | 08/18/2010 | |
Atlas Venture Entrepreneurs' Fund V, L.P., By: Atlas Venture Associates V, L.P., Its General Partner, By: Atlas Venture Associates V, Inc., Its General Partner, By: /s/ Kristen Laguerre, Vice President | 08/18/2010 | |
Atlas Venture Associates V, L.P., By: Atlas Venture Associates V, Inc., Its General Partner, By: /s/ Kristen Laguerre, Vice President | 08/18/2010 | |
** 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. |