SEC Form 4 · accession 0001604453-15-000003
MAGNITE, INC. · MGNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
CLEARSTONE VENTURE PARTNERS III-A LP
10% Owner
Period of report
Jul 29, 2015
Accepted (ET)
Jul 31, 2015 · 8:12 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001595974
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F5 | Jul 29, 2015 | J | 495,147 | $0.00 | D | 4,456,324 | D | |
| Common StockF3,F4,F5 | Jul 29, 2015 | J | 8,851 | $0.00 | A | 79,661 | D | |
| Common StockF6,F5,F7 | Jul 29, 2015 | J | 10,080 | $0.00 | A | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On July 29, 2015, Clearstone Venture Partners III-A, L.P., a Delaware limited partnership ("CVP III-A"), distributed for no consideration, 495,147 shares of Common Stock of the Issuer (the "Shares") to its partners, including Clearstone Venture Management III, L.L.C. a Delaware limited liability company ("CVM III"), the General Partner of CVP III-A, representing each such partners's pro rata interest in the shares held by CVP III-A. The distribution was made in accordance with the exemption afforded by Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
- F2These shares are held by CVP III-A.
- F3On July 29, 2015, Clearstone Venture Partners III-B, L.P., a Delaware multiple series limited liability company ("CVP III-B"), distributed for no consideration, 8,851 shares of Common Stock of the Issuer (the "Shares") to its members, including CVM III, the Managing Member of CVP III-B, representing each such members's pro rata interest in the shares held by CVP III-B. The distribution was made in accordance with the exemption afforded by Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
- F4These shares are held by CVP III-B.
- F5This statement is being filed jointly by CVM III, CVP III-A and CVP III-B. CVM III is general partner and managing member of CVP III-A and CVP III-B, respectively, and as such may be deemed to be the beneficial owner of the shares owned by CVP III-A and CVP III-B. CVM III disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares by CVM III for purposes of Section 16 or for any other purpose.
- F6On the same date, CVM III distributed for no consideration, to its members, an aggregate of 10,080 Shares, consisting of 1,229 Shares that it received as a distribution on July 29, 2015 from CVP III-A and the 8,851 Shares that it received as a distribution on July 29, 2015 from CVP III-B, in an amount equal to each such member's pro rata interest in the Shares. This distribution was made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
- F7Immediately following the distribution described in note (6) above, CVM III held no Shares directly.