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 A Convertible Preferred Stock | Â (3) | Â (3) | Common Stock | 1,005 | $ (3) | I (1) (2) | By 220 GCU, L.P. |
Series C Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 340 | $ (4) | I (1) (2) | By 220 GCU, L.P. |
Series C Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 303 | $ (4) | I (1) (2) | By SV One, LP |
Series C Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 162 | $ (4) | I (1) (2) | By 220 Education, L.P. |
Series C Convertible Preferred Stock | Â (4) | Â (4) | Common Stock | 130 | $ (4) | I (1) (2) | By 220 SigEd, L.P. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
220 Management LLC 600 CONGRESS AVENUE SUITE 200 AUSTIN, TX 78701 |
 |  X |  |  |
Preston Charles M III 600 CONGRESS AVENUE SUITE 200 AUSTIN, TX 78701 |
 |  |  | Sole Managing Director |
220 Management, LLC By: /s/ Charles M. Preston III | 11/19/2008 | |
**Signature of Reporting Person | Date | |
Charles M. Preston III | 11/19/2008 | |
**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) | 220 Management, LLC is the general partner of 220 Education, L.P., which is the general partner of 220 SigEd, L.P., and 220 Management, LLC is also the general partner of 220 GCU GP, L.P. and SV One GP, L.P., which are the general partners of 220 GCU, L.P. and SV One L.P., respectively. 220 Management, LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
(2) | Charles M. Preston III, sole managing director of 220 Management, LLC, disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
(3) | Upon the closing of the initial public offering of the Issuer's Common Stock, each share of Series A Convertible Preferred Stock will automatically convert into 1,826 shares of the Issuer's Common Stock, for no additional consideration. |
(4) | Upon the closing of the initial public offering of the Issuer's Common Stock, each share of Series C Convertible Preferred Stock will automatically convert into shares of the Issuer's Common Stock based on a conversion price equal to the initial public offering price per share, for no additional consideration. |