SC 13G 1 c20773sc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Vringo, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92911N104
(CUSIP Number)
July 21, 2011
(Date of Event Which Requires Filing of this Statement)

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

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 


 

                     
CUSIP No.
 
92911N104 
 

 

           
1   NAMES OF REPORTING PERSONS
DAG Ventures IV-QP, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ (1)
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   652,173 shares of Common Stock (2)(3)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    652,173 shares of Common Stock (2)(3)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  652,173
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.6%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
(1) This statement on Schedule 13G is filed by DAG Ventures IV-QP, L.P. (“DAG IV-QP”), DAG Ventures IV, L.P. (“DAG IV”), DAG Ventures Management IV, LLC (“DAG IV LLC”), Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The Note is convertible into the Issuer’s Common Stock at a price of $1.38 or, if lower, 90% of the price at which securities are sold upon the consummation of the Issuer’s immediate subsequent financing, but in no event shall the Issuer issue Common Stock upon conversion of the Note and the series of notes issued by the Issuer in excess of 19.99% of the total shares outstanding of the Issuer on the date of closing of the issuance of the Notes.
(3) The shares are issuable upon the optional conversion of that certain 1.25% secured convertible promissory note of the Issuer (the “Note”). The shares consist of (i) 589,839 shares of Common Stock held by DAG IV-QP and (ii) 62,334 shares of Common Stock held by DAG IV. DAG IV LLC serves as the general partner of DAG IV-QP and DAG IV. As such, DAG IV LLC possesses power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. DAG IV LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim are Managing Directors of DAG IV LLC. As such, Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim possess power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim own no securities of the Issuer directly.

Page 2 of 13 Pages


 

                     
CUSIP No.
 
92911N104 
 

 

           
1   NAMES OF REPORTING PERSONS
DAG Ventures IV, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ (1)
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   652,173 shares of Common Stock (2)(3)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    652,173 shares of Common Stock (2)(3)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  652,173
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.6%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
(1) This statement on Schedule 13G is filed by DAG Ventures IV-QP, L.P. (“DAG IV-QP”), DAG Ventures IV, L.P. (“DAG IV”), DAG Ventures Management IV, LLC (“DAG IV LLC”), Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The Note is convertible into the Issuer’s Common Stock at a price of $1.38 or, if lower, 90% of the price at which securities are sold upon the consummation of the Issuer's immediate subsequent financing, but in no event shall the Issuer issue Common Stock upon conversion of the Note and the series of notes issued by the Issuer in excess of 19.99% of the total shares outstanding of the Issuer on the date of closing of the issuance of the Notes.
(3) The shares are issuable upon the optional conversion of that certain 1.25% secured convertible promissory note of the Issuer (the “Note”). The shares consist of (i) 589,839 shares of Common Stock held by DAG IV-QP and (ii) 62,334 shares of Common Stock held by DAG IV. DAG IV LLC serves as the general partner of DAG IV-QP and DAG IV. As such, DAG IV LLC possesses power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. DAG IV LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim are Managing Directors of DAG IV LLC. As such, Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim possess power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim own no securities of the Issuer directly.

Page 3 of 13 Pages


 

                     
CUSIP No.
 
92911N104 
 

 

           
1   NAMES OF REPORTING PERSONS
DAG Ventures Management IV, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ (1)
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware, United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   652,173 shares of Common Stock (2)(3)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    652,173 shares of Common Stock (2)(3)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  652,173
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.6%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
(1) This statement on Schedule 13G is filed by DAG Ventures IV-QP, L.P. (“DAG IV-QP”), DAG Ventures IV, L.P. (“DAG IV”), DAG Ventures Management IV, LLC (“DAG IV LLC”), Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The Note is convertible into the Issuer’s Common Stock at a price of $1.38 or, if lower, 90% of the price at which securities are sold upon the consummation of the Issuer’s immediate subsequent financing, but in no event shall the Issuer issue Common Stock upon conversion of the Note and the series of notes issued by the Issuer in excess of 19.99% of the total shares outstanding of the Issuer on the date of closing of the issuance of the Notes.
(3) The shares are issuable upon the optional conversion of that certain 1.25% secured convertible promissory note of the Issuer (the “Note”). The shares consist of (i) 589,839 shares of Common Stock held by DAG IV-QP and (ii) 62,334 shares of Common Stock held by DAG IV. DAG IV LLC serves as the general partner of DAG IV-QP and DAG IV. As such, DAG IV LLC possesses power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. DAG IV LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim are Managing Directors of DAG IV LLC. As such, Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim possess power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim own no securities of the Issuer directly.

Page 4 of 13 Pages


 

                     
CUSIP No.
 
92911N104 
 

 

           
1   NAMES OF REPORTING PERSONS
R. Thomas Goodrich
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ (1)
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   652,173 shares of Common Stock (2)(3)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    652,173 shares of Common Stock (2)(3)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  652,173
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.6%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) This statement on Schedule 13G is filed by DAG Ventures IV-QP, L.P. (“DAG IV-QP”), DAG Ventures IV, L.P. (“DAG IV”), DAG Ventures Management IV, LLC (“DAG IV LLC”), Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The Note is convertible into the Issuer’s Common Stock at a price of $1.38 or, if lower, 90% of the price at which securities are sold upon the consummation of the Issuer’s immediate subsequent financing, but in no event shall the Issuer issue Common Stock upon conversion of the Note and the series of notes issued by the Issuer in excess of 19.99% of the total shares outstanding of the Issuer on the date of closing of the issuance of the Notes.
(3) The shares are issuable upon the optional conversion of that certain 1.25% secured convertible promissory note of the Issuer (the “Note”). The shares consist of (i) 589,839 shares of Common Stock held by DAG IV-QP and (ii) 62,334 shares of Common Stock held by DAG IV. DAG IV LLC serves as the general partner of DAG IV-QP and DAG IV. As such, DAG IV LLC possesses power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. DAG IV LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim are Managing Directors of DAG IV LLC. As such, Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim possess power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim own no securities of the Issuer directly.

Page 5 of 13 Pages


 

                     
CUSIP No.
 
92911N104 
 

 

           
1   NAMES OF REPORTING PERSONS
John J. Cadeddu
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ (1)
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   652,173 shares of Common Stock (2)(3)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    652,173 shares of Common Stock (2)(3)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  652,173
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.6%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) This statement on Schedule 13G is filed by DAG Ventures IV-QP, L.P. (“DAG IV-QP”), DAG Ventures IV, L.P. (“DAG IV”), DAG Ventures Management IV, LLC (“DAG IV LLC”), Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The Note is convertible into the Issuer’s Common Stock at a price of $1.38 or, if lower, 90% of the price at which securities are sold upon the consummation of the Issuer’s immediate subsequent financing, but in no event shall the Issuer issue Common Stock upon conversion of the Note and the series of notes issued by the Issuer in excess of 19.99% of the total shares outstanding of the Issuer on the date of closing of the issuance of the Notes.
(3) The shares are issuable upon the optional conversion of that certain 1.25% secured convertible promissory note of the Issuer (the “Note”). The shares consist of (i) 589,839 shares of Common Stock held by DAG IV-QP and (ii) 62,334 shares of Common Stock held by DAG IV. DAG IV LLC serves as the general partner of DAG IV-QP and DAG IV. As such, DAG IV LLC possesses power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. DAG IV LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim are Managing Directors of DAG IV LLC. As such, Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim possess power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim own no securities of the Issuer directly.

Page 6 of 13 Pages


 

                     
CUSIP No.
 
92911N104 
 

 

           
1   NAMES OF REPORTING PERSONS
Greg Williams
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ (1)
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   652,173 shares of Common Stock (2)(3)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    652,173 shares of Common Stock (2)(3)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  652,173
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.6%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) This statement on Schedule 13G is filed by DAG Ventures IV-QP, L.P. (“DAG IV-QP”), DAG Ventures IV, L.P. (“DAG IV”), DAG Ventures Management IV, LLC (“DAG IV LLC”), Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The Note is convertible into the Issuer’s Common Stock at a price of $1.38 or, if lower, 90% of the price at which securities are sold upon the consummation of the Issuer’s immediate subsequent financing, but in no event shall the Issuer issue Common Stock upon conversion of the Note and the series of notes issued by the Issuer in excess of 19.99% of the total shares outstanding of the Issuer on the date of closing of the issuance of the Notes.
(3) The shares are issuable upon the optional conversion of that certain 1.25% secured convertible promissory note of the Issuer (the “Note”). The shares consist of (i) 589,839 shares of Common Stock held by DAG IV-QP and (ii) 62,334 shares of Common Stock held by DAG IV. DAG IV LLC serves as the general partner of DAG IV-QP and DAG IV. As such, DAG IV LLC possesses power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. DAG IV LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim are Managing Directors of DAG IV LLC. As such, Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim possess power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim own no securities of the Issuer directly.

Page 7 of 13 Pages


 

                     
CUSIP No.
 
92911N104 
 

 

           
1   NAMES OF REPORTING PERSONS
Young J. Chung
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ (1)
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   652,173 shares of Common Stock (2)(3)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    652,173 shares of Common Stock (2)(3)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  652,173
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.6%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) This statement on Schedule 13G is filed by DAG Ventures IV-QP, L.P. (“DAG IV-QP”), DAG Ventures IV, L.P. (“DAG IV”), DAG Ventures Management IV, LLC (“DAG IV LLC”), Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The Note is convertible into the Issuer’s Common Stock at a price of $1.38 or, if lower, 90% of the price at which securities are sold upon the consummation of the Issuer’s immediate subsequent financing, but in no event shall the Issuer issue Common Stock upon conversion of the Note and the series of notes issued by the Issuer in excess of 19.99% of the total shares outstanding of the Issuer on the date of closing of the issuance of the Notes.
(3) The shares are issuable upon the optional conversion of that certain 1.25% secured convertible promissory note of the Issuer (the “Note”). The shares consist of (i) 589,839 shares of Common Stock held by DAG IV-QP and (ii) 62,334 shares of Common Stock held by DAG IV. DAG IV LLC serves as the general partner of DAG IV-QP and DAG IV. As such, DAG IV LLC possesses power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. DAG IV LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim are Managing Directors of DAG IV LLC. As such, Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim possess power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim own no securities of the Issuer directly.

Page 8 of 13 Pages


 

                     
CUSIP No.
 
92911N104 
 

 

           
1   NAMES OF REPORTING PERSONS
Nick Pianim
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   þ (1)
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   652,173 shares of Common Stock (2)(3)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    652,173 shares of Common Stock (2)(3)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  652,173
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.6%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) This statement on Schedule 13G is filed by DAG Ventures IV-QP, L.P. (“DAG IV-QP”), DAG Ventures IV, L.P. (“DAG IV”), DAG Ventures Management IV, LLC (“DAG IV LLC”), Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The Note is convertible into the Issuer’s Common Stock at a price of $1.38 or, if lower, 90% of the price at which securities are sold upon the consummation of the Issuer’s immediate subsequent financing, but in no event shall the Issuer issue Common Stock upon conversion of the Note and the series of notes issued by the Issuer in excess of 19.99% of the total shares outstanding of the Issuer on the date of closing of the issuance of the Notes.
(3) The shares are issuable upon the optional conversion of that certain 1.25% secured convertible promissory note of the Issuer (the “Note”). The shares consist of (i) 589,839 shares of Common Stock held by DAG IV-QP and (ii) 62,334 shares of Common Stock held by DAG IV. DAG IV LLC serves as the general partner of DAG IV-QP and DAG IV. As such, DAG IV LLC possesses power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. DAG IV LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim are Managing Directors of DAG IV LLC. As such, Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim possess power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim own no securities of the Issuer directly.

Page 9 of 13 Pages


 

                     
CUSIP No.
 
92911N104 
 
Item 1(a)  
Name of Issuer:
 
Vringo, Inc. (the “Issuer”)
Item 1(b)  
Address of issuer’s principal executive offices:
 
799 Market Street, 4th Floor
San Francisco, CA 94103
United States of America
Items 2(a)  
Name of Reporting Persons filing:
 
DAG Ventures IV-QP, L.P. (“DAG IV-QP”)
DAG Ventures IV, L.P. (“DAG IV”)
DAG Ventures Management IV, LLC (“DAG IV LLC”)
R. Thomas Goodrich
John J. Cadeddu
Greg Williams
Young J. Chung
Nick Pianim
Item 2(b)  
Address or principal business office or, if none, residence:
 
DAG Ventures
251 Lytton Avenue, Suite 200
Palo Alto, California 94301
United States of America
Item 2(c)  
Citizenship:
     
Name   Citizenship or Place of Organization
DAG IV-QP
  Delaware, United States of America
DAG IV
  Delaware, United States of America
DAG IV LLC
  Delaware, United States of America
R. Thomas Goodrich
  United States of America
John J. Cadeddu
  United States of America
Greg Williams
  United States of America
Young J. Chung
  United States of America
Nick Pianim
  United States of America
Item 2(d)  
Title of class of securities:
 
Common Stock
Item 2(e)  
CUSIP No.:
 
92911N104
Item 3  
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:
 
Not applicable.

 

Page 10 of 13 pages


 

                     
CUSIP No.
 
92911N104 
 
Item 4  
Ownership
 
The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G as of July 21, 2011:
                                                         
            Sole     Shared     Sole     Shared              
    Shares Held     Voting     Voting     Dispositive     Dispositive     Beneficial     Percentage  
Reporting Persons   Directly     Power     Power (1)     Power     Power (1)     Ownership (1)     of Class (1)  
DAG IV-QP
    589,839       0       652,173       0       652,173       652,173       9.6 %
DAG IV
    62,334       0       652,173       0       652,173       652,173       9.6 %
DAG IV LLC (2)
    0       0       652,173       0       652,173       652,173       9.6 %
R. Thomas Goodrich (2)
    0       0       652,173       0       652,173       652,173       9.6 %
John J. Cadeddu (2)
    0       0       652,173       0       652,173       652,173       9.6 %
Greg Williams (2)
    0       0       652,173       0       652,173       652,173       9.6 %
Young J. Chung (2)
    0       0       652,173       0       652,173       652,173       9.6 %
Nick Pianim (2)
    0       0       652,173       0       652,173       652,173       9.6 %
     
(1)  
Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Persons.
 
(2)  
DAG IV LLC serves as the general partner of DAG IV-QP and DAG IV. As such, DAG IV LLC possesses power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. DAG IV LLC owns no securities of the Issuer directly. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim are Managing Directors of DAG IV LLC. As such, Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim possess power to direct the voting and disposition of the shares owned by DAG IV-QP and DAG IV and may be deemed to have indirect beneficial ownership of the shares held by DAG IV-QP and DAG IV. Messrs. R. Thomas Goodrich, John J. Cadeddu, Greg Williams, Young J. Chung and Nick Pianim own no securities of the Issuer directly.
Item 5  
Ownership of 5 Percent or Less of a Class
 
Not applicable.
Item 6  
Ownership of More than 5 Percent on Behalf of Another Person
 
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
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  
Certifications
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 11 of 13 pages


 

                     
CUSIP No.
 
92911N104 
 
SIGNATURES
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: August 2, 2011
         
DAG VENTURES IV-QP, L.P.
BY:  DAG VENTURES MANAGEMENT IV, LLC
ITS: GENERAL PARTNER  
 
     
By:   /s/ Nick Pianim   
  Nick Pianim   
  Managing Director   
 
 
DAG VENTURES IV, L.P.
BY:  DAG VENTURES MANAGEMENT IV, LLC
ITS: GENERAL PARTNER  
 
   
By:   /s/ Nick Pianim   
  Nick Pianim   
  Managing Director   
 
 
DAG VENTURES MANAGEMENT IV, LLC
 
 
/s/ Nick Pianim   
Nick Pianim   
Managing Director   
   
   
/s/ R. Thomas Goodrich    
R. Thomas Goodrich   
 
   
/s/ John J. Cadeddu    
John J. Cadeddu   
   
   
/s/ Greg Williams    
Greg Williams   
   
   
/s/ Young Chung    
Young J. Chung   
   
 
/s/ Nick Pianim    
Nick Pianim   
   
 
Exhibit(s):
     
Exhibit 99.1:
  Joint Filing Statement

 

Page 12 of 13 pages