SEC Form 4 · accession 0000899243-16-027231

Happen, Inc. · HAPN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On August 15, 2016, Canaan VII LP (the "Canaan Fund") distributed, for no consideration, 7,000,000 shares of Common Stock of the issuer (the "Shares") to its limited partners and to Canaan Partners VII LLC ("Canaan VII"), the general partner of the Canaan Fund, representing each such partner's pro rata interest in the shares held by the Canaan Fund. On the same date, Canaan VII distributed, for no consideration, the Shares it received from the distribution to its members in an amount equal to each such member's pro rata interest in the Shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
• F2Canaan VII and, together with the Canaan Fund, the "Canaan Entities", is the sole general partner of the Canaan Fund, and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Daniel Ciporin, an officer of Canaan VII, serves as the representative of the Canaan Entities on the issuer's board of directors. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan VII, collectively, and no manager of Canaan VII has beneficial ownership of any shares held by the Canaan Fund. Canaan VII disclaims Section 16 beneficial ownership of the shares held by the Canaan Fund, except to the extent, if any, of its pecuniary interest therein.

Remarks

Exhibit 24 - Power of Attorney filed herewith