SEC FORM
4
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
XCYTE THERAPIES INC
[ XCYT ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 03/19/2004
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
03/19/2004 |
|
C |
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10,670 |
A |
$0
|
0 |
I |
See Footnotes
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Common Stock |
03/19/2004 |
|
C |
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478,466 |
A |
$0
|
0 |
I |
See Footnotes
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Common Stock |
03/19/2004 |
|
C |
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99,172 |
A |
$0
|
0 |
I |
See Footnotes
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Common Stock |
03/19/2004 |
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C |
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207,805 |
A |
$0
|
0 |
I |
See Footnotes
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Common Stock |
03/19/2004 |
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C |
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58,861 |
A |
$0
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0 |
I |
See Footnotes
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Common Stock |
03/19/2004 |
|
C |
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64,741 |
A |
$0
|
0 |
I |
See Footnotes
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Common Stock |
03/19/2004 |
|
C |
|
660 |
A |
$0
|
0 |
I |
See Footnotes
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Common Stock |
03/19/2004 |
|
C |
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35,360 |
A |
$0
|
0 |
I |
See Footnotes
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Common Stock |
03/19/2004 |
|
C |
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5,229 |
A |
$0
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960,964 |
I |
See Footnotes
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Convertible Promissory Note |
$9.625
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03/19/2004 |
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C |
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10,670 |
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03/19/2004 |
Common Stock |
10,670 |
$9.625
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0 |
I |
See Footnotes
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Series A Convertible Preferred Stock |
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03/19/2004 |
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C |
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478,466 |
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03/19/2004 |
Common Stock |
478,466 |
$5.225
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0 |
I |
See Footnotes
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Series B Convertible Preeferred Stock |
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03/19/2004 |
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C |
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99,172 |
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03/19/2004 |
Common Stock |
99,172 |
$6.05
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0 |
I |
See Footnotes
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Series C Convertible Preferred Stock |
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03/19/2004 |
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C |
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207,805 |
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03/19/2004 |
Common Stock |
207,805 |
$9.185
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0 |
I |
See Footnotes
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Series D Convertible Preferred Stock |
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03/19/2004 |
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C |
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58,861 |
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03/19/2004 |
Common Stock |
58,861 |
$15.29
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0 |
I |
See Footnotes
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Series E Convertible Preferred Stock |
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03/19/2004 |
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C |
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64,741 |
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03/19/2004 |
Common Stock |
64,741 |
$15.29
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0 |
I |
See Footnotes
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Series F Convertible Preferred Stock |
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03/19/2004 |
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C |
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|
660 |
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03/19/2004 |
Common Stock |
660 |
$15.29
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0 |
I |
See Footnotes
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Common Stock Warrants (Right to Buy) |
$0.055
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03/19/2004 |
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X |
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35,360 |
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03/19/2004 |
Common Stock |
35,360 |
$0.055
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0 |
I |
See Footnotes
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Common Stock Warrants (Right to Buy) |
$1.65
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03/19/2004 |
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X |
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5,229 |
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03/19/2004 |
Common Stock |
5,229 |
$1.65
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0 |
I |
See Footnotes
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Explanation of Responses: |
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/s/ Ivy Dodes, on behalf of Credit Suisse First Boston business unit |
03/23/2004 |
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** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
rrd29099_32986.html
Attachment A
EXPLANATION TO RESPONSES:
- --------------------------------------------- ----------------------------- --------------
Reporting Person Issuer Name and Ticker Symbol Statement for
MM/DD/YY
- --------------------------------------------- ----------------------------- --------------
Credit Suisse First Boston, on behalf of the Xcyte Therapies, Inc. (XCYT) 3/19/04
Credit Suisse First Boston business unit (1)
Eleven Madison Avenue
New York, New York 10010
- --------------------------------------------- ----------------------------- --------------
(1) In accordance with Securities and Exchange Commission Release No. 34-39538
(January 12, 1998), this Form 4 is being filed by Credit Suisse First
Boston (the "Bank"), a Swiss bank, on behalf of itself and its
subsidiaries, to the extent that they constitute the Credit Suisse First
Boston business unit (the "CSFB business unit") excluding Asset Management
(as defined below) (the "Reporting Person"). The CSFB business unit is also
comprised of an asset management business principally conducted under the
brand name Credit Suisse Asset Management ("Asset Management"). The
Reporting Person provides financial advisory and capital raising services,
sales and trading for users and suppliers of capital around the world and
invests in and manages private equity and venture capital funds. Asset
Management provides asset management and investment advisory services to
institutional, mutual fund and private investors worldwide. The address of
the Bank's principal business and office is Uetlibergstrasse 231, P.O. Box
900, CH 8070 Zurich, Switzerland. The address of the Reporting Person's
principal business and office in the United States is Eleven Madison
Avenue, New York, New York 10010.
The Bank owns directly a majority of the voting stock, and all of the
non-voting stock, of Credit Suisse First Boston, Inc. ("CSFBI"), a Delaware
corporation. The address of CSFBI's principal business and office is Eleven
Madison Avenue, New York, New York 10010. The ultimate parent company of
the Bank and CSFBI, and the direct owner of the remainder of the voting
stock of CSFBI, is Credit Suisse Group ("CSG"), a corporation formed under
the laws of Switzerland. CSFBI owns all of the voting stock of Credit
Suisse First Boston (USA), Inc. ("CSFB-USA"), a Delaware corporation and
holding company. Credit Suisse First Boston LLC ("CSFB LLC"), a Delaware
limited liability company, is a registered broker-dealer and the successor
company of Credit Suisse First Boston Corporation ("CSFBC"). CSFB-USA is
the sole member of CSFB LLC. The address of the principal business and
office of each of CSFB-USA and CSFB LLC is Eleven Madison Avenue, New York,
New York 10010.
CSG is a global financial services company with two distinct business
units. In addition to the CSFB business unit, CSG and its consolidated
subsidiaries are comprised of the Credit Suisse Financial Services business
unit. CSG's business address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich,
Switzerland.
CSG, for purposes of the federal securities laws, may be deemed ultimately
to control the Bank and the Reporting Person. CSG, its executive officers
and directors, and its direct and indirect subsidiaries (including Asset
Management and the Credit Suisse
Financial Services business unit) may beneficially own shares of the
securities of the issuer to which this Form relates (the "Shares") and such
Shares are not reported in this statement. CSG expressly disclaims
beneficial ownership of Shares beneficially owned by its direct and
indirect subsidiaries, including the Reporting Person. The Reporting Person
disclaims beneficial ownership of Shares beneficially owned by CSG, Asset
Management and the Credit Suisse Financial Services business unit.
Sprout Capital VII, L.P. ("Sprout VII"), Sprout CEO Fund, L.P. ("Sprout
CEO"), DLJ First ESC, L.P. ("ESC") and Sprout Plan Investors, L.P. ("Plan
Investors") are Delaware limited partnerships which make investments for
long term appreciation. DLJ Capital Corporation ("DLJCC"), a Delaware
corporation and a wholly-owned subsidiary of CSFB-USA, acts as a venture
capital partnership management company. DLJCC is also the general partner
of Sprout CEO and the managing general partner of Sprout VII and, as such,
is responsible for their day-to-day management. DLJCC makes all of the
investment decisions on behalf of Sprout VII and Sprout CEO. DLJ Associates
VII, L.P. ("Associates VII"), a Delaware limited partnership, is a general
partner of Sprout VII and in accordance with the terms of the relevant
partnership agreement, does not participate in investment decisions made on
behalf of Sprout VII. DLJ Capital Associates VII, Inc. ("DLJCA VII"), a
Delaware corporation and wholly-owned subsidiary of CSFB-USA, is the
managing general partner of Associates VII. DLJ LBO Plans Management
Corporation ("DLJLBO"), a Delaware corporation, is the general partner of
ESC and, as such, is responsible for its day-to-day management. DLJLBO
makes all of the investment decisions on behalf of ESC. DLJ LBO Plans
Management Corporation II ("DLJLBOII"), a Delaware corporation, is the
general partner of Plan Investors and, as such, is responsible for its
day-to-day management. DLJLBOII makes all of the investment decisions on
behalf of Plan Investors. DLJLBO and DLJLBOII are wholly-owned subsidiaries
of Credit Suisse First Boston Private Equity, Inc. ("CSFBPE"), a Delaware
corporation, which, in turn, is a wholly-owned subsidiary of CSFB-USA. The
address of the principal business and office of each of CSFB-USA, DLJCC,
Sprout VII, ESC, Sprout CEO and Plan Investors is Eleven Madison Avenue,
New York, New York 10010.
(2) Includes 213 shares of Common Stock, upon conversion of convertible
promissory notes held of record by DLJ Capital Corporation, 1,067 shares of
Common Stock, upon conversion of convertible promissory notes held of
record by Sprout Plan Investors, L.P., 9,283 shares of Common Stock, upon
conversion of convertible promissory notes held of record by Sprout Capital
VII, L.P. and 107 shares of Common Stock, upon conversion of convertible
promissory notes held of record by Sprout CEO Fund, L.P., all of which
convertible promissory notes were converted to Common Stock upon the
closing of the issuer's initial public offering.
(3) Includes 9,569 shares of Series A Convertible Preferred Stock held of
record by DLJ Capital Corporation., 47,846 shares of Common Stock, upon
conversion of Series A Convertible Preferred Stock, held of record by DLJ
First ESC., L.P., 416,217 shares of Common Stock, upon conversion of Series
A Convertible Preferred Stock, held of record by Sprout Capital VII, L.P.,
and 4,834 shares of Common Stock, upon conversion of Series A Preferred
Convertible Stock, held of record by Sprout CEO Fund, L.P., all of which
shares automatically converted to Common Stock upon the closing of the
issuer's initial public offering.
(4) Includes 1,983 shares of Series B Convertible Preferred Stock held of
record by DLJ Capital Corporation., 9,917 shares of Series B Convertible
Preferred Stock held of record by DLJ First ESC., L.P., 86,270 shares of
Series B Convertible Preferred Stock held of record by Sprout Capital VII,
L.P., and 1,002 shares of Series B Preferred Convertible Stock held of
record by Sprout CEO Fund, L.P., all of which shares automatically
converted to Common Stock upon the closing of the issuer's initial public
offering.
(5) Includes 4,156 shares of Series C Convertible Preferred Stock held of
record by DLJ Capital Corporation., 20,780 shares of Series C Convertible
Preferred Stock held of record by DLJ First ESC., L.P., 180,770 shares of
Series C Convertible Preferred Stock held of record by Sprout Capital VII,
L.P., and 2,099 shares of Series C Preferred Convertible Stock held of
record by Sprout CEO Fund, L.P., all of which shares automatically
converted to Common Stock upon the closing of the issuer's initial public
offering.
(6) Includes 1,177 shares of Series D Convertible Preferred Stock held of
record by DLJ Capital Corporation., 5,886 shares of Series D Convertible
Preferred Stock held of record by DLJ First ESC., L.P., 51,204 shares of
Series D Convertible Preferred Stock held of record by Sprout Capital VII,
L.P., and 594 shares of Series D Preferred Convertible Stock held of record
by Sprout CEO Fund, L.P., all of which shares automatically converted to
Common Stock upon the closing of the issuer's initial public offering.
(7) Includes 1,308 shares of Series E Convertible Preferred Stock held of
record by DLJ Capital Corporation., 6,540 shares of Series E Convertible
Preferred Stock held of record by DLJ First ESC., L.P., and 56,893 shares
of Series E Convertible Preferred Stock held of record by Sprout Capital
VII, L.P., all of which shares automatically converted to Common Stock upon
the closing of the issuer's initial public offering.
(8) Includes 660 shares of Series F Convertible Preferred Stock held of record
by Sprout CEO Fund, L.P., all of which shares automatically converted to
Common Stock upon the closing of the issuer's initial public offering.
(9) Includes 707 shares of Common Stock issuable upon exercise of warrants held
of record by DLJ Capital Corporation, 3,535 shares of Common Stock issuable
upon exercise of warrants held of record by DLJ First ESC, L.P., 30,762
shares of Common Stock issuable upon exercise of warrants held of record by
Sprout Capital VII, L.P. and 356 shares of Common Stock issuable upon the
exercise of warrants held of record by Sprout CEO Fund, L.P., all of which
warrants were exercised upon the closing of the issuer's initial public
offering through a net exercise feature at the initial public offering
price.
(10) Includes 103 shares of Common Stock issuable upon exercise of warrants held
of record by DLJ Capital Corporation, 523 shares of Common Stock issuable
upon exercise of warrants held of record by DLJ First ESC, L.P., 4,551
shares of Common Stock issuable upon exercise of warrants held of record by
Sprout Capital VII, L.P. and 52 shares of Common Stock issuable upon the
exercise of warrants held of record by Sprout CEO Fund, L.P., all of which
warrants were exercised upon the closing of the issuer's initial public
offering through a net exercise feature at the initial public offering
price.