SEC Form 4 · accession 0001209191-15-065023
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Promod Haque
10% Owner
Period of report
Aug 6, 2015
Accepted (ET)
Aug 10, 2015 · 9:57 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 | Aug 6, 2015 | J | 9,984,195 | $0.00 | D | 40,837,825 | I | By Limited Partnership |
| Common StockF4 | Aug 10, 2015 | J | 7,939 | $14.40 | D | 40,829,886 | I | By Limited Partnership |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares were disposed via a pro rata in-kind distribution of Issuer's stock from Norwest Venture Partners X, LP ("NVP X") to its limited and general partners.
- F2The NVP X distribution resulted in a change in the form of beneficial ownership so that following the distribution 3,933 shares were beneficially owned by Haque Family Partners, of which Mr. Haque is a partner, 3,933 shares were beneficially owned by Haque Revocable Trust UA DTD 05/07/2002, of which Mr. Haque is a trustee, and 7,939 share were beneficially owned by Genesis VC Partners X, LLC ("Genesis X"). Genesis X has since disposed of its shares totaling 7,939, effective August 10, 2015. The remaining 40,822,020 shares are held of record by NVP X. By virtue of his position as co-Chief Executive Officer of NVP Associates, LLC, the managing member of the general partner of NVP X, Mr. Haque may be deemed to share voting and dispositive power with respect to such securites. Mr. Haque disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
- F3The securities shown on Line 2 of Table 1 represent securities that were sold in a Rule 144 sale.
- F4The securities shown on Line 2 of Table 1 represent securities held of record by Genesis VC Partners X, LLC ("Genesis X"). Promod Haque, as a co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of Genesis X, may be deemed to share voting and dispositive power over the shares held by Genesis X. Such persons and entities disclaim beneficial ownership of shares held by Genesis X, except to the extent of any pecuniary interest therein.