UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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 control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock | Â (3) | Â (3) | Common Stock | 2,781,044 (3) | $ (3) | I | See footnotes (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pamlico Capital II, L.P. C/O PAMLICO CAPITAL 150 NORTH COLLEGE STREET, SUITE 2400 CHARLOTTE, NC 28202 |
 |  X |  |  |
Pamlico Capital GP II LLC C/O PAMLICO CAPITAL 150 NORTH COLLEGE STREET, SUITE 2400 CHARLOTTE, NC 28202 |
 |  X |  |  |
Pamlico Capital II, L.P., /s/ Tracey M. Chaffin | 01/30/2012 | |
**Signature of Reporting Person | Date | |
Pamlico Capital GP II LLC, /s/ Scott Perper | 01/30/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | The sole general partner of Pamlico Capital II, L.P. is Pamlico Capital GP II LLC (together with Pamlico Capital II, L.P., the "Reporting Persons"). The managing members of Pamlico Capital GP II are Scott B. Perper, L. Watts Hamrick, III and Frederick W. Eubank, II and all matters relating to the voting or disposition of the shares beneficially owned by Pamlico Capital II, L.P. require the approval of a majority of such managing members. Scott B. Perper, L. Watts Hamrick, III and Frederick W. Eubank, II each disclaim beneficial ownership of the shares beneficially owned by Pamlico Capital II, L.P. |
(2) | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
(3) | Each share of Series B Convertible Preferred Stock will automatically convert into one share of common stock in connection with the completion of the Company's initial public offering and has no expiration date. |