SEC Form 4 · accession 0001209191-15-066410
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew D. Howard
10% Owner
Period of report
Aug 13, 2015
Accepted (ET)
Aug 17, 2015 · 7:52 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 StockF2 | Aug 13, 2015 | J | 9,735,865 | $0.00 | D | 31,086,155 | I | By Limited Partnership |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares were disposed of 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 and further distribution by Genesis VC Partners X, LLC ("Genesis X"), the general partner of NVP X, to its members.
- F2The NVP X and Genesis X distributions resulted in a change in the form of beneficial ownership so that following the distributions 246,135 shares were beneficially owned by TheHoward 2001 Revocable Trust UTD 12/18/01. The remaining 30,822,020 held of record by NVP X. By virtue of his position as a co-Chief Executive Officer of NVP Associates, LLC, the managing member of the general partner of NVP X, Mr. Howard may be deemed to share voting and dispositive power with respect to such securities. Mr. Howard disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.