SEC Form 4 · accession 0001209191-15-066411
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Promod Haque
10% Owner
Period of report
Aug 13, 2015
Accepted (ET)
Aug 17, 2015 · 7:53 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,F3 | Aug 13, 2015 | J | 9,191,838 | $0.00 | D | 31,630,182 | 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 Issuere'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 distribution (i) 401,797 shares were beneficially owned by Haque Revocable Trust UA DTD 05/07/2002, of which Mr. Haque is a Trustee; (ii) 128,042 shares were beneficially owned by Haque Family Heritage Trust dated December 18, 2002, of which Mr. Haque is a Trustee; (iii) 4,129 shares were beneficially owned by the Haque Family Partners III, of which Mr. Haque is a Partner; (iv) 90,426 shares were beneficially owned by the Haque Family Partners III, of which Mr. Haque is a Partner; (v) 45,145 shares were beneficially owned by the Haque Family Partners IV, of which Mr. Haque is a Partner; and (vi) 138,623 shares were beneficially owned by the Haque Dynasty Trust dated June 26, 2012, of which Mr. Haque is a Trustee.
- F3The remaining 30,822,020 shares are 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. Haque may be deemed to share voting and dispositive power with respect to such securities. Mr. Haque disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.