11/21/2024 | Press release | Distributed by Public on 11/21/2024 17:38
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SC US (TTGP), LTD. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
Sequoia Grove II, LLC 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
Sequoia Grove UK, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
SC US/E Expansion Fund I Management, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
Sequoia Capital US/E Expansion Fund I, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
BOTHA ROELOF 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
LEONE DOUGLAS M 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
Sequoia Capital Fund Management, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
Sequoia Capital Fund Parallel, LLC 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X | |||
Sequoia Capital Fund, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
X |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd. | 11/21/2024 |
**Signature of Reporting Person | Date |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Managing Member of Sequoia Grove Manager, LLC, the manager of Sequoia Grove II, LLC | 11/21/2024 |
**Signature of Reporting Person | Date |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Managing Member of Sequoia Grove Manager, LLC, the general partner of Sequoia Grove UK, L.P. | 11/21/2024 |
**Signature of Reporting Person | Date |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US/E Expansion Fund I Management, L.P. | 11/21/2024 |
**Signature of Reporting Person | Date |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US/E Expansion Fund I Management, L.P., the General Partner of Sequoia Capital US/E Expansion Fund I, L.P. | 11/21/2024 |
**Signature of Reporting Person | Date |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha | 11/21/2024 |
**Signature of Reporting Person | Date |
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone | 11/21/2024 |
**Signature of Reporting Person | Date |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Fund Management, L.P. | 11/21/2024 |
**Signature of Reporting Person | Date |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Fund Management, L.P., which is the Managing Member of Sequoia Capital Fund Parallel, LLC | 11/21/2024 |
**Signature of Reporting Person | Date |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Fund Management, L.P., which is the General Partner of Sequoia Capital Fund, LP | 11/21/2024 |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents a pro rata distribution of Common Stock of the Issuer to partners or members of the applicable distributing fund for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members. |
(2) | SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P., and Sequoia Capital U.S. Growth VII Principals Fund, L.P., or collectively, the GF VII Funds; (ii) the general partner of SC Global Growth II Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund II, L.P. and Sequoia Capital Global Growth II Principals Fund, L.P., or collectively, the GGF II Funds; (iii) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P., or GGF III; (iv) the general partner of SCGGF III - U.S./India Management, L.P., or GGF III US IND MGMT; and (v) the general partner of SC US/E Expansion Fund I Management, L.P., which is the general partner of Sequoia Capital US/E Expansion Fund I, L.P., collectively, the EXP I Funds. |
(3) | (Continue from Footnote 2) As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by the GF VII Funds, the GGF II Funds, GGF III, GGFIII US IND MGMT and the EXP I Funds. The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the GGF II Funds, GGF III, and GGF III US IND MGMT are Douglas M. Leone and Roelof Botha. As a result, and by virtue of the relationships described in this paragraph, each such person may be deemed to share voting and dispositive power with respect to the shares held by the GGF II Funds, GGF III, and GGF III US IND MGMT. |
(4) | (Continue from Footnote 3) Each of the reporting persons disclaims beneficial ownership of the shares held by the GF VII Funds, the GGF II Funds, GGF III, GGF III US IND MGMT and the EXP I Funds, as applicable, except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(5) | Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC and the general partner of Sequoia Grove UK, L.P. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC and Sequoia Grove UK, L.P. Each of Sequoia Grove Manager, LLC, Sequoia Grove II, LLC and Sequoia Grove UK, L.P. disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC or Sequoia Grove UK, L.P. except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
(6) | SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of Sequoia Capital Fund, LP (SCF) and the managing member of Sequoia Capital Fund Parallel, LLC (SCFP). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. Each of SC US (TTGP), Ltd., SCF and SCFP disclaims beneficial ownership of the shares held by SCF or SCFP except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
Remarks: Form 3 of 3 |