0001179110-14-017579.txt : 20141204 0001179110-14-017579.hdr.sgml : 20141204 20141204155107 ACCESSION NUMBER: 0001179110-14-017579 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141204 FILED AS OF DATE: 20141204 DATE AS OF CHANGE: 20141204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Summit Partners PE VII, L.P. CENTRAL INDEX KEY: 0001486418 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35009 FILM NUMBER: 141266423 BUSINESS ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 824-1000 MAIL ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUMMIT PARTNERS L P CENTRAL INDEX KEY: 0000830588 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35009 FILM NUMBER: 141266424 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178241094 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Summit Partners SD III, LLC CENTRAL INDEX KEY: 0001486443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35009 FILM NUMBER: 141266425 BUSINESS ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 824-1000 MAIL ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MANNION MARTIN J CENTRAL INDEX KEY: 0001018067 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35009 FILM NUMBER: 141266427 MAIL ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUMMIT PARTNERS VI GP LP CENTRAL INDEX KEY: 0001258826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35009 FILM NUMBER: 141266429 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178241094 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Summit Partners PE VII, LLC CENTRAL INDEX KEY: 0001486419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35009 FILM NUMBER: 141266430 BUSINESS ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 824-1000 MAIL ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Summit Partners SD III, L.P. CENTRAL INDEX KEY: 0001486442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35009 FILM NUMBER: 141266426 BUSINESS ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 824-1000 MAIL ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fortegra Financial Corp CENTRAL INDEX KEY: 0001495925 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 581461399 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10151 DEERWOOD PARK BLVD STREET 2: BLDG. 100, STE. 330 CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: 904-416-1539 MAIL ADDRESS: STREET 1: 10151 DEERWOOD PARK BLVD STREET 2: BLDG. 100, STE. 330 CITY: JACKSONVILLE STATE: FL ZIP: 32256 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUMMIT PARTNERS VI GP LLC CENTRAL INDEX KEY: 0001258825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35009 FILM NUMBER: 141266428 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178241094 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 4 1 edgar.xml FORM 4 - X0306 4 2014-12-04 1 0001495925 Fortegra Financial Corp FRF 0000830588 SUMMIT PARTNERS L P 222 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 0 1 Manager of GP of 10% Owner 0001486418 Summit Partners PE VII, L.P. 222 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 0 1 GP of 10% Owner 0001486419 Summit Partners PE VII, LLC 222 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 0 1 Indirect GP of 10% Owner 0001258826 SUMMIT PARTNERS VI GP LP 222 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 0 1 GP of 10% Owner 0001258825 SUMMIT PARTNERS VI GP LLC 222 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 0 1 Indirect GP of 10% Owner 0001018067 MANNION MARTIN J C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 0 1 Manager of GP of 10% owner 0001486442 Summit Partners SD III, L.P. 222 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 0 1 GP of 10% Owner 0001486443 Summit Partners SD III, LLC 222 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 0 1 Indirect GP of 10% Owner Common Stock 2014-12-04 4 S 0 12438772 10.00 D 0 I See remarks. Disposition is pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 11, 2014, among Fortegra Financial Corporation (the "Company"), Tiptree Operating Company, LLC, Caroline Holdings LLC, ("Holdings"), and Caroline Merger Sub, Inc.("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Holdings. Represents shares sold by the following entities: 7,185,871 shares of common stock sold by Summit Partners Private Equity Fund VII-A, L.P., 4,315,949 shares of common stock sold by Summit Partners Private Equity Fund VII-B, L.P., 591,713 shares of common stock sold by Summit Partners Subordinated Debt Fund III-A, L.P., 308,237 shares of common stock sold by Summit Partners Subordinated Debt Fund III-B, L.P. and 37,002 shares of common stock sold by Summit Investors VI, L.P. The entities mentioned in Footnote 2 are collectively referred to as the "Summit Entities." Summit Partners, L.P. (i) is the managing member of Summit Partners PE VII, LLC, which is the general partner of Summit Partners PE VII, L.P., which is the general partner of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P., (ii) is the managing member of Summit Partners SD III, LLC, which is the general partner of Summit Partners SD III, L.P., which is the general partner of Summit Partners Subordinated Debt Fund III-A, L.P. and Summit Partners Subordinated Debt Fund III-B, L.P. and (iii) advises, and through its Investment Committee exercises voting and dispositive authority over Summit Partners VI (GP), LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of Summit Investors VI, L.P. Summit Partners, L.P., through its Investment Committee, currently composed of Martin J. Mannion, has voting and dispositive authority over the shares held by each of these entities and therefore may be deemed to beneficially own such shares. Mr. Mannion, as the sole member of the Investment Committee, has voting and dispositive authority over the shares held by the Summit Entities, and therefore may be deemed to beneficially own the shares. Each of the Summit Entities and Mr. Mannion disclaim beneficial ownership of the shares, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the shares for the purposes of Section 16 or for any other purpose, except, in each case, to the extent of each such Reporting Person's pecuniary interest therein. Summit Partners, L.P., by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, POA for Joseph F. Trustey, Member 2014-12-04 Summit Partners PE VII, L.P., by Summit Partners PE VII, LLC, its General Partner, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, POA for Joseph Trustey, Member 2014-12-04 Summit Partners PE VII, LLC, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Parnter, by Robin W. Devereux, POA for Joseph Trustey, Member 2014-12-04 Summit Partners VI (GP), L.P., by Summit Partners VI (GP), LLC, its General Partner, by Summit Partners L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member 2014-12-04 Summit Partners VI (GP), LLC, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, Power of Attorney for Joseph F. Trustey, Member 2014-12-04 Robin W. Devereux, POA for Martin J. Mannion 2014-12-04 Summit Partners SD III, L.P., its GP, by Summit Partners SD III, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member 2014-12-04 Summit Partners SD III, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member 2014-12-04 EX-24 2 ex24_devereux.htm

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robin W. Devereux his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all instruments, certificates and documents required to be executed on behalf of himself or herself individually or on behalf of each of any affiliate of Summit Partners, L.P. that is not a portfolio company, including without limitation those entities listed on the attached Exhibit A, on matters relating to:

 

(a)         Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 144 promulgated under the Securities Act of 1933, as amended (the “33 Act”) and any and all regulations promulgated thereunder,  including filings with the Securities and Exchange Commission pursuant thereto;

 

(b)         any written ballot or proxy with respect to any investment securities owned beneficially or of record by any such entities;

 

(c)          such filings required pursuant to the Internal Revenue Code of 1986, as amended, and any related regulations, pertaining to such entities

 

(d)         economic exhibits relating to such entities; and

 

(e)          the PATRIOT Act.

 

and to file the same, with all exhibits thereto, and any other documents in connection therewith, with, as applicable, (i) the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, and/or (ii) the Internal Revenue Service, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or she might or could do in person thereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.  Said attorney-in-fact is entitled to amend Exhibit A from time to time to reflect additional affiliates of Summit Partners, L.P. that are not portfolio companies.

 

The undersigned hereby acknowledges that this Power of Attorney supercedes, revokes and terminates any power of attorney executed by the undersigned prior to the date hereof for the purposes listed above.

 

[Exhibit A and Signature Pages Follow]

 


 

Power of Attorney

 

Exhibit A

 

Summit Ventures, L.P.

SD III-B TUI Blocker Corp

Summit Ventures II, L.P.

SPPE VII-B TUI Blocker Corp

Summit Ventures III, L.P.

SP PE VII-B AFCV Blocker Corp

Summit Ventures IV, L.P.

SP VC II-B TMFS Blocker Corp

Summit Ventures V, L.P.

SP PE VII-B VIP Blocker Corp

Summit V Companion Fund, L.P.

SD III-B Heald Holdings Corp

Summit V Advisors Fund, L.P.

SP PE VII-B Heald Holdings Corp

Summit V Advisors Fund QP, L.P.

SD III-B Salient Blocker Corp

Summit Subordinated Debt Fund, L.P.

SP PE VII-B Salient Blocker Corp

Summit Subordinated Debt Fund II, L.P.

SP SD IV-B Salient Blocker Corp

Summit Subordinated Debt Fund III-A, L.P.

SPVC II-B Winshuttle Blocker Corp

Summit Subordinated Debt Fund III-B, L.P.

SPVC II-B My Dentist Blocker Corp

Summit Accelerator Fund, L.P.

SV VI-B HCP Blocker Corp

SV Eurofund, C.V.

SPVC II-B Clearwater Analytics Blocker Corp

Summit Ventures VI-A, L.P.

SPVC II-B Hiperos Blocker Corp

Summit Ventures VI-B, L.P.

SP SD IV-B Announce Blocker Corp

Summit VI Entrepreneurs Fund L.P.

SV VI-B CAM Holdings, L.P.

Summit VI Advisors Fund, L.P.

Summit Ventures VI-B HCP, LP

Summit Founders’ Fund, L.P.

SV VI-B Tivoli Holdings, LP

Summit Founders’ Fund II, L.P.

SD III-B Tivoli Holdings, LP

Summit Accelerator Founders’ Fund, L.P.

SD II Eyeglass Holdings LP

Summit Partners Private Equity Fund VII-A, L.P

SV VI-B Eyeglass Holdings LP

Summit Partners Private Equity Fund VII-B, L.P

SV VI-B Bennington Holdings LP

Summit Partners Venture Capital Fund II-A, L.P.

SV VI-B Commnet Holdings, L.P.

Summit Partners Venture Capital Fund II-B, L.P.

SV VI-B Tippmann Holdings. L.P.

Summit Partners Subordinated Debt Fund IV-A, LP

SV VI Tippmann Holdings. L.P.

Summit Partners Subordinated Debt Fund IV-B, LP

SD III-B Tippmann Holdings, L.P.

Summit Partners Europe Private Equity Fund, LP

SV VI-B CD Holdings, L.P.  

Summit Partners Growth Equity Fund VIII-A, LP

SV VI-B Focus Holdings, L.P

Summit Partners Growth Equity Fund VIII-B, LP

SDIII-B Focus Holdings, L.P

Summit Partners Venture Capital Fund III-A, LP

SV VI-B Aurora Holdings LP

Summit Partners Venture Capital Fund III-B, LP

SPPE VII-B Aurora Holdings, L.P.

Summit Investors, L.P.

SV VI-B LiteCure, L.P.

Summit Investors II, L.P.

SD III-B Nomacorc Holdings L.P.

Summit Investors III, L.P.

SP PE VII-B Nomacorc Holdings LP

Summit Investors (SAF) IV, L.P.

SD III-B TUI Holdings LP

Summit Investors VI, L.P.

SPPE VII-B TUI Holdings LP

Summit Investors I, LLC

SP PE VII-B AFCV Holdings LP

Summit Investors I (UK), L.P.

SP VC II-B TMFS Holdings, LP

Summit Incentive Plan, L.P.

SPPE VII-B SUN Holdings, LP

Summit Incentive Plan II, L.P.

SP PE VII-B VIP Holdings, L.P.

S-K Investment Corp

SP PE VII-B Heald Holdings, L.P.

Summit Partners Blocker, Inc.

SD III-B Heald Holdings, L.P.

Stamps, Woodsum & Co.

SD III-B Salient Holdings, L.P.

Stamps, Woodsum & Co. II

SP PE VII-B Salient Holdings, L.P.

 


 

Stamps, Woodsum & Co. III

SPVC II-B Winshuttle Holdings, LP

Stamps, Woodsum &Co. IV

SPVC II-B My Dentist Holdings, LP

Summit Partners II, L.P.

SPVC II-B Hiperos Holdings LP

Summit Partners III, L.P.

SPVC II-B Clearwater Analytics Holdings LP

Summit Partners IV, L.P.

SP SD IV-B Announce Holdings, LP

Summit Partners V, L.P.

SPSD IV-B Access Holdings, LP

Summit Partners LLC

SPPE VII-B Access Holdings, LP

Summit Partners SD, L.P.

Summit Partners Sarl

Summit Partners SD II, LLC

Summit Partners Holding GmBh

Summit Partners SD III, L.P.

Summit Partners II Sarl

Summit Partners SD III, LLC

Summit Beteiligungs GmbH

Summit Partners VI (GP), L.P.

Summit Verwaltings GMBH

Summit Partners VI (GP), LLC

Summit GmbH & Co. Beteiligungs KG

Summit Partners VC II LP

Summit Parners III Sarl

Summit Partners VC II LLC

IGEFI Holdings, LP

Summit Partner PE VII LP

IGEFI Licensing Sarl

Summit Partner PE VII LLC

IGEFI France Sarl

Summit Partners SD IV, LP

Finch Software Ltd

Summit Partners SD IV, LLC

Finch Software India PVT Ltd.

Summit Partners Europe, LP

IGEFI Deutschland GmbH

Summit Partners Europe, Ltd.

IGEFI U.K. Limited

Summit Investors Management, LLC  

IGEFI US LLC

SV International

Summit Partners V Sarl

Summit Accelerator Partners, LLC

Summit Partners VI-A Sarl

Summit Accelerator Management, LLC

Summit Partners VI-B Sarl

SWC Holdings Co.

Summit Partners VI-A France

Summit Retained Earnings LP

Summit Partners VI-B France

Summit Partners FF Corp

Summit Partners VII-A Sarl

S-K Investment Corp

Summit Partners VII-B Sarl

Summit Partners Blocker, Inc.

Summit Partners VIII Sarl

Summit Partners Holdings, L.P.

Summit Partners TLK-A Sarl

Summit Partners Growth Equity VIII LLC

Summit Partners TLK-B Sarl

Summit Partners Growth Equity VIII LP

Summit Partners FMT Sarl

Summit Partners Venture Capital Fund III, LLC

Summit Partners WRI Sarl

Summit Partners Venture Capital Fund III, LP

Summit Partners OGN LUXCO SCA

Summit Investment Holdings Trust

Ogone SPRL       (fka Ogone SA)                             

Summit Investors Holdings Trust

Ogone SAS                                                         

Summit Investment Holdings Trust II

Ogone BV                                                           

Shearson Summit Partners Management LP

Ogone GmbH (Germany)                            

HKL I Partners

Ogone GmbH (Austria)                                 

HKL I, LLC

Ogone GmbH (SW)                                        

Summit/Meditech LLC

Ogone Limited                                                 

Summit/CAM Holdings, LLC

Summit Partners India Private Equity

Summit/Sun Holdings LLC

Summit Partners India Holdco

Summit LogistiCare LLC

Summit Partners India Holdco, LP

Summit GCA Holdings LLC

Summit Partners JMB S.á.r.l

Summit Accelerator Management, LP

Summit Partners WRI S.á.r.l

Summit Accelerator Partners, LP

Summit Partners SFB S.á.r.l

Summit Partners, L.P.

Summit Partners DDN S.á.r.l

 


 

Summit Master Company LLC

Summit Partners VP- A, S.à r.l.

SW Management Corp

Summit Partners VP- B, S.à r.l.

Summit UK Advisory LLC

Summit Partners VI A SAS (French-co)

Summit Partners, Ltd.

Summit Partners VI B SAS (French-co)

Summit Partners, LP Savings and Investment Plan

Summit Partners WT- A, S.à r.l.

Summit Partners, LP Profit Sharing Plan and Trust

Summit Partners WT-B, S.à r.l.

Mt. Everest Fund, L.P.

Summit Partners FMT, S.à r.l.

Mt. Everest QP Fund, L.P.

Summit Partners TLK-A, S.à r.l.

Greenberg-Summit Management , LLC

Summit Partners TLK-B, S.à r.l.

Greenberg- Summit Partners, LLC

Summit Partners OGN (LUXCO) SCA

SD II Bennington Blocker Corp

Summit Partners India Private Investments I

SV VI-B Bennington Blocker Corp

Summit Partners India Holdco Investors

SD II Eyeglass Blocker Corp

Summit Partners India Holdco, LP

SV VI -B Eyeglass Preferred Blocker

Summit Partners India Venture Capital Investments

SV VI -B Eyeglass Common Blocker

Summit Partners AVT Cooperatief U.A

SV VI-B Commnet Common Blocker Corp.

Summit Partners AVT, LLC

SV VI-B Commnet Preferred Blocker Corp.

Sumpro Investment Advisory PVT LTD

SV VI B Tippmann Preferred Blocker Corp.

Lovett-Woodsum 1998 CGC TR

SV VI B Tippmann Common Blocker Corp.

Stamps 1998 CGC Trust

SD III-B Tippmann Blocker Corp

ABC Funding, LLC

SV VI-B Tivoli Blocker Corp.

SPPE VII-A CDIH Holdings, Inc

SD III-B Tivoli Blocker Corp.

SPPE VII-B CDIH Holdings, Inc

SV VI-B CAM Blocker Corp

SV VI-A CDIH Holdings, Inc

Summit Ventures VI-B HCP Blocker Corp

SV VI-B CDIH Holdings, Inc

SV VI-B CD Blocker Corp.   

SV VI Affiliates CDIH Holdings, Inc

SPPE VII-B CD Blocker Corp.

Summit Partners Credit GP LP

Sparta Holding Corporation

Summit Partners Credit Advisors LP

SV VI-B Focus Blocker Corp

Summit Partners Credit GP LLC

SDIII-B Focus Blocker Corp

Summit Partners Credit Offshore Fund, LP

SV VI-B Aurora Blocker Corp.

Summit Partners Credit Fund, LP

SPPE VII-B Aurora Blocker Corp.

Summit Partners Credit Offshore Intermediate

SPVCII-B Anesthetix Blocker Corp

Summit Partners Credit Master, LP

SV VI-B LiteCure Blocker Corp.

BigPoint Manager SARL

SPPE VII-B Champion Blocker Corp

BigPoint Manager Investments SCA

SD III-B Nomacorc Blocker Corp

BigPoint Distribuicao De Entretenimento Online Ltda

SPPE VII-B Nomacorc Blocker Corp

Bigpoint International Holdco Ltd

SPVCII-B LiveOffice Blocker Corp

Bigpoint International Services Ltd

SPPE VII-B SUN Blocker Corp

SPPE VII-B CRG Blocker Corp

SPPE VII-B SSEC Blocker Corp

SPSD IV-B SSEC Blocker Corp

SP PE VII-B Zenith Blocker Corp

SP SD IV-B Zenith Blocker Corp

SP VC II-B WMS Blocker Corp

SPSD IV-B SSEC Holdings, LP

SPPE VII-B SSEC Holdings, LP

SP PE VII-B Zenith Holdings, L.P

SP SD IV-B Zenith Holdings, L.P

SPPE VII-B CRG Holdings, L.P

SP VC II-B WMS Holdings, L.P

Bigpoint Midco GMBH

Bigpoint Investments GMBH

HSYSTEMS ACQUISITION TWO INC

HSYSTEMS ACQUISITION ONE INC

HSYSTEMS TOP HOLDINGS INC

HSYSTEMS HOLDINGS INC

HSYSTEMS HOLDINGS LLC

Summit Partners Credit Fund A-1 LP

Summit Partners Credit Fund A-1 GP LLC

 


 

Summit Partners Credit A-1 GP LP

SPSD IV-B Progressive Blocker Corp

SP GE VIII-B Progressive Blocker Corp

SPVC II-B Efreightsolutions I Blocker Corp

SPVC II-B Efreightsolutions II Blocker Corp

SP GE VIII-B Access Blocker Corp

SPSD IV-B Progressive Holdings, LP

SPVC II-B Efreightsolutions Holdings LLC

SP GE VIII-B Access Holdings, L.P.

Summit Credit Funding LLC

Summit Whistler Funding II LLC

Summit Whistler Funding Inc.

SP SD IV-B RC Holdings, LP

SPVC III-B COMS Interactive Holdings, L.P

SPPE VII-B QSF Holdings, LP

SP GE VIII-B CITYMD Holdings, LP

SPPE VII-B QSF Holdings, LP

SV VI-B QSF Holdings, LP

SPGE VIII-B Parts Town Holdings, LP

SPSD IV-B Parts Town Holdings LP

SP SD IV-B Fronton Holdings LP

SP GE VIII-B Bluepearl Holdings LP

SPVC III-B Heart to Heart Blocker Corp

SP GE VIII-B RC Blocker Corp

SPSD IV-B RC Blocker Corp

SPVC III-B COMS Interactive Blocker Corp.                       

SP GE VIII-B CITYMD Blocker Corp

SPPE VII-B QSF Holdings Blocker Corp

SV VI-B QSF Holdings Blocker Corp

SPGE VIII-B Parts Town Blocker Corp

SPSD IV-B Parts Town Blocker Corp

SP SD IV-B Fronton Blocker Corp

SP GE VIII-B Bluepearl Blocker Corp

Summit Partners Credit II LLC

Summit Partners Credit Fund II, LP

Summit Partners Credit II, LP

Summit Partners Credit Offshore Intermediate Fund II, LP

Summit Partners Credit Offshore Fund II, LP

Summit Partners Credit A-2 LLC

Summit Partners Credit Fund A-2 LP

Summit Partners Credit A-2 LP

Summit Partners Credit Fund B-2, LP

Summit Partners Credit B-2, LP

Summit RKT VII-B Cayman Ltd

Summit RKT VII-B, LP

Summit Partners 360 Sarl FKA Summit Partners IX Sarl

Summit Partners 360 Cayman LP

Summit Partners UK Advisory LLP

Summit-Trio, LLC

Fronton Holdings, LLC

Fronton Investor Holdings, LLC

Butler Merger Sub II Inc

Butler Holdco II Inc

Summit Partners Entrepreneur

Butler Holdco Inc

Butler Merge Sub I Inc

Butler Group Holdings Inc

Summit Partners, LLP

Summit Partners Entrepreneur Advisors GP, LLC

Summit Partners Entrepreneur Advisors Fund I, L.P.

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 27 day of August, 2008.

 

 

/s/ Gregory M. Avis

 

Gregory M. Avis

 

 

 

State of California

)

 

)  ss:

County of San Mateo

)

 

On this 27 day of August, 2008, before me personally came Gregory M. Avis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Lisa Franco

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 24 day of October, 2013.

 

 

/s/ Darren M. Black

 

Darren M. Black

 

 

 

Commonwealth of Massachusetts

)

 

)  ss:

County of Suffolk

)

 

On this 24 day of October 2013, before me personally came Darren M. Black, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Meredith C. Twigg

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ John R. Carroll

 

John R. Carroll

 

 

 

Commonwealth of Massachusetts

)

 

)  ss:

County of Suffolk

)

 

On this 15 day of September 2008, before me personally came John R. Carroll, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Peter Danbridge

 

Notary Public

 

 


 

 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.

 

 

/s/ Peter Y. Chung

 

Peter Y. Chung

 

 

 

State of California

)

 

)  ss:

County of San Mateo

)

 

On this 18 day of August, 2008, before me personally came Peter Y. Chung, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Elisa Leonhardt

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5 day of September, 2008.

 

 

/s/ Scott C. Collins

 

Scott C. Collins

 

 

 

Kingdom of England

)

 

)  ss:

City of London

)

 

On this 5 day of September, 2008, before me personally came Scott C. Collins, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Edward Gardiner

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Christopher J. Dean

 

Christopher J. Dean

 

 

 

Commonwealth of Massachusetts

)

 

 

)

ss:

County of Suffolk

)

 

 

On this 15 day of September, 2008, before me personally came Christopher J. Dean, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Peter Danbridge

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12 day of September, 2011.

 

 

/s/ Mark A. deLaar

 

Mark A. deLaar

 

 

 

Commonwealth of Massachusetts

)

 

 

)

ss:

Country of Suffolk

)

 

 

On this 12 day of September, 2011, before me personally came Mark A. deLaar, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Peter Danbridge

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Bruce R. Evans

 

Bruce R. Evans

 

 

 

Commonwealth of Massachusetts

)

 

 

)

ss:

County of Suffolk

)

 

 

On this 15 day of September, 2008, before me personally came Bruce R. Evans, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Peter Danbridge

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.

 

 

/s/ Charles J. Fitzgerald

 

Charles J. Fitzgerald

 

 

 

State of California

)

 

 

)

ss:

County of San Mateo

)

 

 

On this 18 day of August, 2008, before me personally came Charles J. Fitzgerald, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Elisa Leonhardt

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21 day of August, 2008.

 

 

Craig D. Frances

 

Craig D. Frances

 

 

 

State of California

)

 

 

)

ss:

County of San Mateo

)

 

 

On this 21 day of August, 2008, before me personally came Craig D. Frances, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Elisa Leonhardt

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 7 day of September, 2011.

 

 

/s/ Greg S. Goldfarb

 

Greg S. Goldfarb

 

 

 

Commonwealth of California

)

 

 

)

ss:

Country of San Mateo

)

 

 

On this 7 day of September, 2011, before me personally came Greg S. Goldfarb, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Lisa Marie Del Ben

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Thomas H. Jennings

 

Thomas H. Jennings

 

 

 

Commonwealth of Massachusetts

)

 

 

)

ss:

County of Suffolk

)

 

 

On this 15 day of September 2008, before me personally came Thomas H. Jennings, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Peter Danbridge

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9 day of December, 2011.

 

 

/s/ Joseph J. Kardwell

 

Joseph J. Kardwell

 

 

 

Commonwealth of California

)

 

 

)

ss:

Country of San Mateo

)

 

 

On this 9 day of December, 2011, before me personally came Joseph J. Kardwell, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Laarni Canoy

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.

 

 

Walter G. Kortshak

 

Walter G. Kortschak

 

 

 

State of California

)

 

 

)

ss:

County of San Mateo

)

 

 

On this 18 day of August, 2008, before me personally came Walter G. Kortschak, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Elisa Leonhardt

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5th day of September, 2008.

 

 

/s/ Sotiris T. Lyritzis

 

Sotiris T. Lyritzis

 

 

 

Kingdom of England

)

 

 

)

ss:

City of London

)

 

 

On this 5 day of September 2008, before me personally came Sotiris T. Lyritzis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Edward Gardiner

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

/s/ Martin J. Mannion

 

Martin J. Mannion

 

 

 

Commonwealth of Massachusetts

)

 

 

)     ss:

County of Suffolk

)

 

 

On this 15 day of September, 2008, before me personally came Martin J. Mannion, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Peter Danbridge

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12 day of August, 2008.

 

 

/s/ Harrison B. Miller

 

Harrison B. Miller

 

 

State of California

)

 

)     ss:

County of San Mateo

)

 

On this 12 day of August, 2008, before me personally came Harrison B. Miller, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Lisa Franco

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Kevin P. Mohan

 

Kevin P. Mohan

 

 

Commonwealth of Massachusetts

)

 

)    ss:

County of Suffolk

)

 

On this 15 day of September, 2008, before me personally came Kevin P. Mohan, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Peter Danbridge

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Thomas S. Roberts

 

Thomas S. Roberts

 

 

Commonwealth of Massachusetts

)

 

)     ss:

County of Suffolk

)

 

On this 15 day of September, 2008, before me personally came Thomas S. Roberts, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Peter Danbridge

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21 day of May, 2012.

 

 

/s/ Han K. Sikkens

 

Han K. Sikkens

 

 

Kingdom of England

)

 

)     ss:

City of London

)

 

On this 23 day of May, 2012, before me personally came Johannes Kornelis Jan. Sikkens, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ J. B. Burgess

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10 day of September, 2008.

 

 

/s/ E. Roe Stamps

 

E. Roe Stamps

 

 

State of Florida

)

 

)     ss:

County of Monroe

)

 

On this 10 day of September, 2008, before me personally came E. Roe Stamps, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Joanne Muniz

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21 day of May, 2012.

 

 

/s/ Christian R. Strain

 

Christian R. Strain

 

 

 

Kingdom of England

)

 

)     ss:

City of London

)

 

On this 23 day of May, 2012, before me personally came Christian Raymond Strain, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ J. B. Burgess

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Joseph F. Trustey

 

Joseph F. Trustey

 

 

 

Commonwealth of Massachusetts

)

 

)     ss:

County of Suffolk

)

 

On this 15 day of September, 2008, before me personally came Joseph F. Trustey, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Peter Danbridge

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 7 day of September, 2011.

 

 

/s/ Alexander D. Whittemore

 

Alexander D. Whittemore

 

 

 

Commonwealth of Massachusetts

)

 

)     ss:

Country of Suffolk

)

 

On this 7 day of September, 2011, before me personally came Alexander D. Whittemore, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Peter Danbridge

 

Notary Public

 

 


 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.

 

 

/s/ Stephen G. Woodsum

 

Stephen G. Woodsum

 

 

 

Commonwealth of Massachusetts

)

 

)     ss:

Country of Suffolk

)

 

On this 15 day of September, 2008, before me personally came Stephen G. Woodsum, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Peter Danbridge

 

Notary Public