SEC Form 4 · accession 0001209191-15-052109
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Jun 8, 2015
Accepted (ET)
Jun 10, 2015 · 9:25 pm EDT
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 | Jun 8, 2015 | J | 2,300,000 | — | D | 36,632,144 | I | Foundation Capital VI, L.P. |
| Common StockF1,F2 | Jun 8, 2015 | J | 334,750 | — | A | 334,750 | I | Foundation Capital Management Co. VI, LLC |
| Common StockF1,F2 | Jun 8, 2015 | J | 334,750 | — | D | 0 | I | Foundation Capital Management Co. VI, LLC |
| Common StockF2 | holding | — | — | — | 435,008 | I | Foundation Capital VI Principals Fund, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In-kind distribution. On 06/08/2015, Foundation Capital VI, L.P. distributed 2,300,000 shares of stock to its Partners.
- F2Foundation Capital Management Co. VI, LLC is the sole General Partner of Foundation Capital VI, L.P. and sole Manager of Foundation Capital VI Principals Fund, LLC and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Foundation Capital Management Co. VI, LLC disclaims beneficiary ownership of the shares reported herein, except to the extent of its pecuniary interest therein.
- F3Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. as described in footnote 1.
- F4Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital Management Co. VI, LLC without consideration to its members.