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
AMBARELLA INC [ AMBA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/15/2012 | ||||||||||||||||||||||||||
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 | ||||||
Ordinary Shares | 10/15/2012 | C | 2,777,777 | A | (2) | 2,777,777 | I | See footnote(1) | ||
Ordinary Shares | 10/15/2012 | C | 558,347 | A | (3) | 3,336,124 | I | See footnote(1) | ||
Ordinary Shares | 10/15/2012 | C | 370,370 | A | (4) | 3,706,494 | I | See footnote(1) | ||
Ordinary Shares | 10/15/2012 | S | 555,974 | D | $6 | 3,150,520 | I | See footnote(1) |
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 | ||||||||
Series A Convertible Preference Shares | (2) | 10/15/2012 | C | 2,777,777 | (2) | (2) | Ordinary Shares | 2,777,777 | $0 | 0 | I | See footnotes(1) | |||
Series B Convertible Preference Shares | (3) | 10/15/2012 | C | 558,347 | (3) | (3) | Ordinary Shares | 558,347 | $0 | 0 | I | See footnotes(1) | |||
Series C Convertible Preference Shares | (4) | 10/15/2012 | C | 370,370 | (4) | (4) | Ordinary Shares | 370,370 | $0 | 0 | I | See footnotes(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Shares held of record by Benchmark Capital Partners IV, L.P. or BCP IV, as nominee for Benchmark Capital Partners IV, L.P., Benchmark Founders' Fund IV, L.P., Benchmark Founders' Fund IV-A, L.P., and Benchmark Founders' Fund IV-B, L.P. and related individuals, or the Benchmark Funds. Benchmark Capital Management Co IV, L.L.C., or BCMC IV, is the general partner of BCP IV. BCMC IV's managing members are Alexandre Balkanski, Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle and Steven M. Spurlock. These individuals may be deemed to have shared voting and investment power over the shares held by the Benchmark Funds. Each of these indivduals disclaims beneficial ownership of such shares except to the extent of such individual's pecuniary interest therein. |
2. The Series A Convertible Preference Shares converted into Ordinary Shares on a 1-to-1 basis and had no expiration date. |
3. The Series A Convertible Preference Shares converted into Ordinary Shares on a 1-to-1 basis and had no expiration date. |
4. The Series A Convertible Preference Shares converted into Ordinary Shares on a 1-to-1 basis and had no expiration date. |
Remarks: |
Alexandre Balkanski, Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle and Steven M. Spurlock are the managing members of Benchmark Capital Management Co IV, L.L.C., which serves as general partner to Benchmark Capital Partners IV, L.P., Benchmark Founders' Fund IV, Benchmark Founders Fund IV-A, L.P. and Benchmark Founders Fund IV-B, L.P. and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pencuniary interest in such securities ) other than any securities being reported herein as being directly owned by such person or entity. The filing of this report is not an admission that any Reporting Persons is the beneficial owners of these shares for purposes of Section 16 or for any other purpose. *This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Benchmark Capital and their applicable members. |
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C. | 10/15/2012 | |
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Capital Partners IV, L.P. | 10/15/2012 | |
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Founders' Fund IV, L.P. | 10/15/2012 | |
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Founders' Fund IV-A, L.P. | 10/15/2012 | |
/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Founders' Fund IV-B, L.P. | 10/15/2012 | |
/s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey | 10/15/2012 | |
/s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski | 10/15/2012 | |
/s/ Steven M. Spurlock | 10/15/2012 | |
/s/ Steven M. Spurlock, by power of attorney for J. William Gurley | 10/15/2012 | |
/s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle | 10/15/2012 | |
** 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. |