SEC Form 4 · accession 0001209191-16-148508
QUANTENNA COMMUNICATIONS INC · QTNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Douglas M Leone
10% Owner
Michael J Moritz
10% Owner
SEQUOIA CAPITAL XI
10% Owner
SEQUOIA TECHNOLOGY PARTNERS XI
10% Owner
SEQUOIA CAPITAL XI PRINCIPALS FUND
10% Owner
SC XI MANAGEMENT LLC
10% Owner
SC US GF V Holdings, Ltd.
10% Owner
Period of report
Nov 2, 2016
Accepted (ET)
Nov 4, 2016 · 7:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001370702
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5,F6,F7 | Nov 2, 2016 | C | 3,108,633 | — | A | 3,108,633 | I | By Sequoia Capital XI, L.P. |
| Common StockF1,F2,F3,F4,F5,F6,F7 | Nov 2, 2016 | C | 338,190 | — | A | 338,190 | I | By Sequoia Capital XI Principals Fund, LLC |
| Common StockF1,F2,F3,F4,F5,F6,F7 | Nov 2, 2016 | C | 98,188 | — | A | 98,188 | I | By Sequoia Technology Partners XI, L.P. |
| Common StockF6,F8 | Nov 2, 2016 | C | 2,583,233 | — | A | 2,583,233 | I | By SC US GF V Holdings, LTD. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF7,F1 | — | Nov 2, 2016 | C | 385,357 | D | — | — | Common Stock | 727,111 | 0 | I |
| Series A Preferred StockF7,F1 | — | Nov 2, 2016 | C | 41,923 | D | — | — | Common Stock | 79,102 | 0 | I |
| Series A Preferred StockF7,F1 | — | Nov 2, 2016 | C | 12,172 | D | — | — | Common Stock | 22,967 | 0 | I |
| Series B Preferred StockF7,F2 | — | Nov 2, 2016 | C | 85,753 | D | — | — | Common Stock | 165,777 | 0 | I |
| Series B Preferred StockF7,F2 | — | Nov 2, 2016 | C | 9,329 | D | — | — | Common Stock | 18,035 | 0 | I |
| Series B Preferred StockF7,F2 | — | Nov 2, 2016 | C | 2,708 | D | — | — | Common Stock | 5,235 | 0 | I |
| Series C Preferred StockF7,F3 | — | Nov 2, 2016 | C | 117,366 | D | — | — | Common Stock | 232,247 | 0 | I |
| Series C Preferred StockF7,F3 | — | Nov 2, 2016 | C | 12,768 | D | — | — | Common Stock | 25,265 | 0 | I |
| Series C Preferred StockF7,F3 | — | Nov 2, 2016 | C | 3,706 | D | — | — | Common Stock | 7,333 | 0 | I |
| Series D Preferred StockF7,F4 | — | Nov 2, 2016 | C | 962,995 | D | — | — | Common Stock | 962,995 | 0 | I |
| Series D Preferred StockF7,F4 | — | Nov 2, 2016 | C | 104,766 | D | — | — | Common Stock | 104,766 | 0 | I |
| Series D Preferred StockF7,F4 | — | Nov 2, 2016 | C | 30,418 | D | — | — | Common Stock | 30,418 | 0 | I |
| Series E Preferred StockF7,F5 | — | Nov 2, 2016 | C | 561,493 | D | — | — | Common Stock | 561,493 | 0 | I |
| Series E Preferred StockF7,F5 | — | Nov 2, 2016 | C | 61,086 | D | — | — | Common Stock | 61,086 | 0 | I |
| Series E Preferred StockF7,F5 | — | Nov 2, 2016 | C | 17,736 | D | — | — | Common Stock | 17,736 | 0 | I |
| Series F-1 Preferred StockF7,F6 | — | Nov 2, 2016 | C | 459,010 | D | — | — | Common Stock | 459,010 | 0 | I |
| Series F-1 Preferred StockF7,F6 | — | Nov 2, 2016 | C | 49,936 | D | — | — | Common Stock | 49,936 | 0 | I |
| Series F-1 Preferred StockF7,F6 | — | Nov 2, 2016 | C | 14,499 | D | — | — | Common Stock | 14,499 | 0 | I |
| Series F-1 Preferred StockF8,F6 | — | Nov 2, 2016 | C | 2,583,233 | D | — | — | Common Stock | 2,583,233 | 0 | I |
Explanation of responses
- F1The Series A Preferred Stock automatically converted into Common Stock on a 1.8868501529052:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
- F2The Series B Preferred Stock automatically converted into Common Stock on a 1.9332015399022:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
- F3The Series C Preferred Stock automatically converted into Common Stock on a 1.97882655585238:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
- F4The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
- F5The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
- F6The Series F-1 Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
- F7SC XI Management, LLC ("SC XI Management") is the general partner of Sequoia Capital XI, L.P. ("SC XI") and Sequoia Technology Partners XI, L.P. ("STP XI"), and the managing member of Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). Douglas Leone and Michael Moritz are the managing members of SC XI Management. As a result, each of Messrs. Leone and Moritz and SC XI Management may be deemed to share voting and dispositive power with respect to the shares held by SC XI, STP XI and SC XI PF. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F8SC US (TTGP), Ltd. ("SC US TTGP") is the general partner of SCGF V Management, L.P. ("GF V Management"), which is the general partner of each of Sequoia Capital U.S. Growth Fund V, L.P. ("SC Growth") and Sequoia Capital USGF Principals Fund V, L.P. ("SC USGF"). SC Growth and SC USGF together own 100% of the outstanding ordinary shares of SC US GF V Holdings, Ltd. ("SC Holdings"). As a result, SC US TTGP, SC Growth, SC USGF and GF V Management may be deemed to share voting and dispositive power with respect to the shares held by SC Holdings. Each of the filing persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
Remarks
This filing is Part 1 of 2.