SEC Form 4 · accession 0000899243-16-034516
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 28, 2016
Accepted (ET)
Nov 30, 2016 · 10:16 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001409970
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 28, 2016 | S | 15,300 | $5.9153 | D | 918,375 | D | |
| Common StockF3,F2 | Nov 29, 2016 | S | 918,375 | $5.662 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.865 - $5.94, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F2Canaan Partners VII LLC ("Canaan VII") and, together with Canaan VII LP (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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.545 - $5.78, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Remarks
Exhibit 24 - Power of Attorney (incorporated herein by reference to the Power of Attorney filed as Exhibit 24 to the Form 4 filed by the Reporting Persons on August 16, 2016)