-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SB8EbKj8r+O1/TD20/4viHLaGCX+GSsHYQTLQOfibTioIB3+ZIZLEgbAH4rDwene 46DkhJcH5r635dRQBNgezg== 0000929624-01-000288.txt : 20010223 0000929624-01-000288.hdr.sgml : 20010223 ACCESSION NUMBER: 0000929624-01-000288 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010214 GROUP MEMBERS: A GRANT HEIDRICH III GROUP MEMBERS: F GIBSON MYERS JR GROUP MEMBERS: KEVIN A FONG GROUP MEMBERS: MAYFIELD ASSOCIATES FUND IV GROUP MEMBERS: MAYFIELD IX MANAGEMENT LLC GROUP MEMBERS: MAYFIELD IX, A DELAWARE LTD. PARTNERSHIP GROUP MEMBERS: MICHAEL J LEVINTHAL GROUP MEMBERS: ROBERT T VASAN GROUP MEMBERS: RUSSELL C HIRSCH GROUP MEMBERS: VALLEY PARTNERS II GROUP MEMBERS: WENDE S HUTTON GROUP MEMBERS: WENDELL G VAN AUKEN III GROUP MEMBERS: WILLIAM D UNGER GROUP MEMBERS: YOGEN K DALAL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WEBMETHODS INC CENTRAL INDEX KEY: 0001035096 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 541807654 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-59069 FILM NUMBER: 1544055 BUSINESS ADDRESS: STREET 1: 3930 PENDER DRIVE STREET 2: 4TH FLOOR CITY: FAIRFAX STATE: VA ZIP: 22030 BUSINESS PHONE: 7034602500 MAIL ADDRESS: STREET 1: 3877 FAIRFAX RIDGE ROAD STREET 2: 4TH FLOOR CITY: FAIRFAX STATE: VA ZIP: 22030 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAYFIELD IX MANAGEMENT LLC CENTRAL INDEX KEY: 0001041586 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 0001.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. __)/1/ webMethods, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title Class of Securities) 94768C10 (CUSIP Number) December 31, 2000 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [_] Rule 13d-1(c) [X] Rule 13d-1(d) /1/The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ----------------------- ----------------------- CUSIP No. 94768C10 13G Page 2 of 42 pages. - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON. 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). Mayfield IX, a Delaware Limited Partnership - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 3,922,315 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 3,922,315 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 3,922,315 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 8.3% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 PN - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP No. 94768C10 13G Page 3 of 42 pages. - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON. 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). Mayfield IX Management, L.L.C. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 4,128,747 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 4,128,747 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 4,128,747 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 8.8% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 OO - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP No. 94768C10 13G Page 4 of 42 pages. - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON. 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). Mayfield Associates Fund IV, a Delaware Limited Partnership - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 206,432 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 206,432 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 206,432 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 0.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 PN - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP No. 94768C10 13G Page 5 of 42 pages. - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON. 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). Valley Partners II, a California Partnership - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 California - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 3,450 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 3,450 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 3,450 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 Less than 0.1% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 PN - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP No. 94768C10 13G Page 6 of 42 pages. - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON. 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). Yogen K. Dalal - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 4,132,197 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 4,132,197 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 4,132,197 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 8.8% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP No. 94768C10 13G Page 7 of 42 pages. - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON. 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). F. Gibson Myers, Jr. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 24,018 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 4,132,197 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 24,018 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 4,132,197 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 4,156,215 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 8.8% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP No. 94768C10 13G Page 8 of 42 pages. - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON. 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). Kevin A. Fong - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 62,161 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 4,132,197 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 62,161 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 4,132,197 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 4,194,358 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 8.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP No. 94768C10 13G Page 9 of 42 pages. - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON. 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). William D. Unger - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 15,857 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 4,132,197 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 15,857 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 4,132,197 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 4,148,054 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 8.8% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP No. 94768C10 13G Page 10 of 42 pages. - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON. 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). Wendell G. Van Auken, III - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 12,728 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 4,132,197 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 12,728 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 4,132,197 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 4,144,925 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 8.8% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP No. 94768C10 13G Page 11 of 42 pages. - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON. 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). Michael J. Levinthal - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 86,689 (includes options to purchase 24,528 shares) SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 4,132,197 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 86,689 (includes options to purchase 24,528 shares) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 4,132,197 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 4,218,816 (includes options to purchase 24,528 shares) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 8.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP No. 94768C10 13G Page 12 of 42 pages. - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON. 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). A. Grant Heidrich, III - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 4,132,197 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 4,132,197 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 4,132,197 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 8.8% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP No. 94768C10 13G Page 13 of 42 pages. - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON. 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). Russell C. Hirsch - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 4,132,197 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 4,132,197 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 4,132,197 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 8.8% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP No. 94768C10 13G Page 14 of 42 pages. - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON. 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). Wende S. Hutton - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 4,132,197 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 4,132,197 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 4,132,197 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 8.8% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - ------------------------------------------------------------------------------ - ----------------------- ----------------------- CUSIP No. 94768C10 13G Page 15 of 42 pages. - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON. 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). Robert T. Vasan - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 160,393 (includes options to purchase 9,198 shares) SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 -0- OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 160,393 (includes options to purchase 9,198 shares) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 -0- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 160,393 (includes options to purchase 9,198 shares) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 0.3% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - ------------------------------------------------------------------------------ Item 1. (a) Name of Issuer: webMethods, Inc. (b) Address of Issuer's Principal Executive Offices: 3930 Pender Drive Fairfax, Virginia 22030 Item 2. (a) Name of Persons Filing: Mayfield IX, a Delaware Limited Partnership Mayfield IX Management, L.L.C. Mayfield Associates Fund IV, a Delaware Limited Partnership Valley Partners II, a California Partnership Yogen K. Dalal F. Gibson Myers, Jr. Kevin A. Fong William D. Unger Wendell G. Van Auken, III Michael J. Levinthal A. Grant Heidrich, III Russell C. Hirsch Wende S. Hutton Robert T. Vasan (b) Address of Principal Business Office: c/o Mayfield Fund 2800 Sand Hill Road Menlo Park, CA 94025 (c) Citizenship: Mayfield IX and Mayfield Associates Fund IV are Delaware limited partnerships. Mayfield IX Management, L.L.C. is a Delaware limited liability company. Valley Partners II is a California partnership. The individuals listed in Item 2(a) are U.S. citizens. (d) Title of Class of Securities: Common Stock, par value $.01 per share. (e) CUSIP Number: 94768C10 Page 16 of 42 pages. Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable Item 4. Ownership. The information regarding ownership as set forth in Items 5-9 of Pages 2-15 hereto, is hereby incorporated by reference. For a summary of total ownership by all Reporting Persons, see Exhibit 3 hereto. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. Page 17 of 42 pages. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 13, 2001 MAYFIELD IX A California Limited Partnership By: Mayfield IX Management, L.L.C. Its General Partner By: /s/ James T. Beck ------------------------------------------- James T. Beck, Authorized Signatory MAYFIELD IX MANAGEMENT, L.L.C. By: /s/ James T. Beck ------------------------------------------- James T. Beck, Authorized Signatory MAYFIELD ASSOCIATES FUND IV A California Limited Partnership By: Mayfield IX Management, L.L.C. Its General Partner By: /s/ James T. Beck ------------------------------------------- James T. Beck, Authorized Signatory VALLEY PARTNERS II a California partnership By: /s/ James T. Beck ------------------------------------------- James T. Beck, Authorized Signatory YOGEN K. DALAL By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact F. GIBSON MYERS, JR. By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact Page 18 of 42 pages. KEVIN A. FONG By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact WILLIAM D. UNGER By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact WENDELL G. VAN AUKEN, III By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact MICHAEL J. LEVINTHAL By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact A. GRANT HEIDRICH, III By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact RUSSELL C. HIRSCH By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact WENDE S. HUTTON By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact ROBERT T. VASAN By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact Page 19 of 42 pages. EXHIBIT INDEX Exhibit 1 - Joint Filing Agreement Exhibit 2 - Powers of Attorney Exhibit 3 - Ownership Summary Page 20 of 42 pages. EX-99.1 2 0002.txt JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT ---------------------- Pursuant to Rule 13d-1(k)(1)(iii), we the undersigned agree that the Schedule 13G, to which this Joint Filing Agreement is attached as Exhibit 1, is filed on behalf of each of us. Date: February 13, 2001 MAYFIELD IX A California Limited Partnership By: Mayfield IX Management, L.L.C. Its General Partner By: /s/ James T. Beck ------------------------------------------- James T. Beck, Authorized Signatory MAYFIELD IX MANAGEMENT, L.L.C. By: /s/ James T. Beck ------------------------------------------- James T. Beck, Authorized Signatory MAYFIELD ASSOCIATES FUND IV A California Limited Partnership By: Mayfield IX Management, L.L.C. Its General Partner By: /s/ James T. Beck ------------------------------------------- James T. Beck, Authorized Signatory VALLEY PARTNERS II a California partnership By: /s/ James T. Beck ------------------------------------------- James T. Beck, Authorized Signatory YOGEN K. DALAL By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact Page 21 of 42 pages. F. GIBSON MYERS, JR. By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact KEVIN A. FONG By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact WILLIAM D. UNGER By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact WENDELL G. VAN AUKEN, III By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact MICHAEL J. LEVINTHAL By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact A. GRANT HEIDRICH, III By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact RUSSELL C. HIRSCH By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact WENDE S. HUTTON By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact ROBERT T. VASAN By: /s/ James T. Beck ------------------------------------------- James T. Beck, Attorney In Fact Page 22 of 42 pages. EX-99.2 3 0003.txt POWERS OF ATTORNEY EXHIBIT 2 --------- RESOLUTION OF SIGNATURE AUTHORITY FOR JAMES T. BECK This Resolution is formed and entered into as of the 1st day of May, 2000, by and among James T. Beck ("Beck"), Mayfield Associates Fund, a California limited partnership ("Associates"), Mayfield Associates Fund II, a California limited partnership ("Associates II"), Mayfield Associates Fund III, a California limited partnership ("Associates III"), Mayfield Associates Fund IV, a Delaware limited partnership ("Associates IV"), Mayfield Associates Fund V, a Delaware limited partnership ("Associates V"), Mayfield Associates Fund VI, a Delaware limited partnership ("Associates VI"), Mayfield III, a California limited partnership ("Mayfield III"), Mayfield IV, a California limited partnership ("Mayfield IV"), Mayfield V, a California limited partnership ("Mayfield V"), Mayfield VI Investment Partners, a California limited partnership ("Mayfield VI"), Mayfield VII, a California limited partnership ("Mayfield VII"), Mayfield VIII, a California limited partnership ("Mayfield VIII"), Mayfield IX, a Delaware limited partnership ("Mayfield IX"), Mayfield X, a Delaware limited partnership ("Mayfield X"), Mayfield XI, a Delaware limited partnership ("Mayfield XI"), Mayfield XI Qualified, a Delaware limited partnership ("Mayfield XI Qualified"), Mayfield Software Partners, a California partnership ("Mayfield Software Partners"), Mayfield Software Technology Partners, a California partnership ("Mayfield Software Technology Partners"), Mayfield Medical Partners, a California partnership ("Mayfield Medical Partners"), Mayfield Medical Partners 1992, a California partnership ("Mayfield Medical Partners 1992"), Mayfield V Management Partners, a California limited partnership ("Mayfield V Management"), Mayfield VI Management Partners, a California limited partnership ("Mayfield VI Management"), Mayfield VII Management Partners, a California limited partnership ("Mayfield VII Management"), Mayfield VIII Management, L.L.C., a Delaware limited liability company ("Mayfield VIII Management"), Mayfield IX Management, L.L.C., a Delaware limited liability company ("Mayfield IX Management"), Mayfield X Management, L.L.C., a Delaware limited liability company ("Mayfield X Management"), Mayfield XI Management, L.L.C., a Delaware limited liability company ("Mayfield XI Management"), Mayfield Principals Fund, L.L.C., a Delaware limited liability company ("Mayfield Principals Fund"), Mayfield Principals Fund II, L.L.C., a Delaware limited liability company ("Mayfield Principals Fund II"), MF Partners, a California partnership ("MF Partners"), Mayfield Partners, a California partnership ("Mayfield Partners"), Mayfield '94 Partners, a California limited partnership ("Mayfield '94 Partners"), Mayfield '96 Partners, a California limited partnership ("Mayfield '96 Partners'), Valley Partners I, a California partnership ("Valley Partners I"), Valley Partners II, a California partnership ("Valley Partners II"), Valley Partners III, a California partnership ("Valley Partners III"), and MUHL Partners, a California partnership ("MUHL Partners") (with Associates, Associates II, Associates III, Associates IV, Associates V, Associates VI, Mayfield III, Mayfield IV, Mayfield V, Mayfield VI, Mayfield VII, Mayfield VIII, Mayfield IX, Mayfield X, Mayfield XI, Mayfield XI Qualified, Mayfield Software Partners, Mayfield Software Technology Partners, Mayfield Medical Partners, Mayfield Medical Partners 1992, Mayfield V Management, Mayfield VI Management, Mayfield VII Management, Mayfield VIII Management, Mayfield IX Management, Mayfield X Management, Mayfield XI Management, Mayfield Principals Fund, Mayfield Principals Fund II, Page 23 of 42 pages. MF Partners, Mayfield Partners, Mayfield '94 Partners, Mayfield '96 Partners, Valley Partners I, Valley Partners II, Valley Partners III, and MUHL Partners being hereinafter collectively referred to as the "Mayfield Entities"), and Mayfield Fund, L.L.C., a Delaware limited liability company (the "Company"), the service company with respect to the Mayfield Entities. WITNESSETH WHEREAS: The Company and the General Partners of the Mayfield Entities desire - ------- to empower the Controller of the Company, Beck, to take certain actions and to execute certain documents on behalf of the Company and the Mayfield Entities; RESOLVED: Beck is authorized and empowered to open and maintain bank accounts, - -------- to deposit or withdrawal funds, to execute checks, and to take to any actions and execute any appropriate documents in connection therewith on behalf of the Company and the Mayfield Entities; RESOLVED FURTHER: That Beck is authorized and empowered to take all other - ---------------- actions and execute all other documents necessary or appropriate to the day-to- day management of the Company and the Mayfield Entities, and to appoint Beck signing singly, as true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned, forms (including any amendments or supplements) relating to transactions in securities in which the undersigned may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes; 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority; 3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934. Page 24 of 42 pages. IN WITNESS WHEREOF, the parties hereto have caused this Resolution to be executed as of the date first above written. /s/ James T. Beck - ---------------------------------- James T. Beck MAYFIELD FUND, L.L.C. MAYFIELD XI QUALIFIED, A DELAWARE LIMITED LIABILITY A DELAWARE LIMITED PARTNERSHIP COMPANY By: MAYFIELD XI MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY By: /s/ Yogen K. Dalal Its General Partner -------------------------- Managing Member By: /s/ Yogen K. Dalal ------------------------------- MAYFIELD ASSOCIATES FUND, Managing Member A CALIFORNIA LIMITED PARTNERSHIP MAYFIELD SOFTWARE PARTNERS, By: /s/ A. Grant Heidrich, III A CALIFORNIA PARTNERSHIP -------------------------------- General Partner By: MAYFIELD VI INVESTMENT PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP Its General Partner MAYFIELD ASSOCIATES FUND II, A CALIFORNIA LIMITED PARTNERSHIP By: MAYFIELD VI MANAGEMENT PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP General Partner of Mayfield VI By: /s/ A. Grant Heidrich, III Investment Partners ------------------------------- General Partner By: /s/ F. Gibson Myers, Jr. ------------------------------- General Partner Page 25 of 42 pages. MAYFIELD SOFTWARE TECHNOLOGY PARTNERS, MAYFIELD MEDICAL PARTNERS 1992, A CALIFORNIA PARTNERSHIP A CALIFORNIA PARTNERSHIP By: MAYFIELD VI INVESTMENT PARTNERS, By: MAYFIELD VII, A CALIFORNIA LIMITED PARTNERSHIP A CALIFORNIA LIMITED PARTNERSHIP Its General Partner Its General Partner By: MAYFIELD VI MANAGEMENT PARTNERS, By: MAYFIELD VII MANAGEMENT PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP A CALIFORNIA LIMITED PARTNERSHIP General Partner of Mayfield VI General Partner of Mayfield VII Investment Partners By: /s/ F. Gibson Myers, Jr. By: /s/ F. Gibson Myers, Jr. ------------------------------- ----------------------------- General Partner General Partner MAYFIELD MEDICAL PARTNERS, MAYFIELD V MANAGEMENT PARTNERS, A CALIFORNIA PARTNERSHIP A CALIFORNIA LIMITED PARTNERSHIP By: MAYFIELD VI INVESTMENT PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP By: /s/ F. Gibson Myers, Jr. Its General Partner ----------------------------- General Partner By: MAYFIELD VI MANAGEMENT PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP General Partner of Mayfield VI MAYFIELD VI MANAGEMENT PARTNERS, Investment Partners A CALIFORNIA LIMITED PARTNERSHIP By: /s/ F. Gibson Myers, Jr. By: /s/ F. Gibson Myers, Jr. ------------------------------- ----------------------------- General Partner General Partner Page 26 of 42 pages. MAYFIELD VII MANAGEMENT PARTNERS, MAYFIELD PRINCIPALS FUND, L.L.C., A CALIFORNIA LIMITED PARTNERSHIP A DELAWARE LIMITED LIABILITY COMPANY By: MAYFIELD X MANAGEMENT, L.L.C., By: /s/ F. Gibson Myers, Jr. A DELAWARE LIMITED LIABILITY COMPANY ----------------------------- Its General Partner General Partner By: /s/ Yogen K. Dalal MAYFIELD VIII MANAGEMENT, L.L.C., ----------------------- A DELAWARE LIMITED LIABILITY COMPANY Managing Member By: /s/ Yogen K. Dalal MAYFIELD PRINCIPALS FUND II, L.L.C., ----------------------- A DELAWARE LIMITED LIABILITY COMPANY Managing Member By: MAYFIELD XI MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY MAYFIELD IX MANAGEMENT, L.L.C., Its General Partner A DELAWARE LIMITED LIABILITY COMPANY By: /s/ Yogen K. Dalal ----------------------- By: /s/ Yogen K. Dalal Managing Member ----------------------- Managing Member MAYFIELD PARTNERS, A CALIFORNIA PARTNERSHIP MAYFIELD X MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY By: /s/ F. Gibson Myers, Jr. ----------------------------- General Partner By: /s/ Yogen K. Dalal ----------------------- Managing Member Page 27 of 42 pages. MAYFIELD '94 PARTNERS, VALLEY PARTNERS II, A CALIFORNIA LIMITED PARTNERSHIP A CALIFORNIA PARTNERSHIP By: /s/ F. Gibson Myers, Jr. By: /s/ F. Gibson Myers, Jr. ----------------------------- ----------------------------- General Partner General Partner MAYFIELD '96 PARTNERS, VALLEY PARTNERS III, A CALIFORNIA LIMITED PARTNERSHIP A CALIFORNIA PARTNERSHIP By: /s/ F. Gibson Myers, Jr. By: /s/ Yogen K. Dalal ----------------------------- ----------------------- General Partner General Partner MF PARTNERS, MAYFIELD ASSOCIATES FUND III, A CALIFORNIA PARTNERSHIP A CALIFORNIA LIMITED PARTNERSHIP By: MAYFIELD VIII MANAGEMENT, By: /s/ F. Gibson Myers, Jr. L.L.C., A DELAWARE LIMITED ----------------------------- LIABILITY COMPANY General Partner Its General Partner MUHL PARTNERS, By: /s/ Yogen K. Dalal A CALIFORNIA PARTNERSHIP ----------------------- Managing Member By: /s/ F. Gibson Myers, Jr. ----------------------------- MAYFIELD ASSOCIATES FUND IV, General Partner A DELAWARE LIMITED PARTNERSHIP By: MAYFIELD IX MANAGEMENT, VALLEY PARTNERS, L.L.C., A DELAWARE LIMITED A CALIFORNIA PARTNERSHIP LIABILITY COMPANY Its General Partner By: /s/ F. Gibson Myers, Jr. ----------------------------- By: /s/ Yogen K. Dalal General Partner ----------------------- Managing Member Page 28 of 42 pages. MAYFIELD ASSOCIATES FUND V, MAYFIELD V, A DELAWARE LIMITED PARTNERSHIP A CALIFORNIA LIMITED PARTNERSHIP By: MAYFIELD X MANAGEMENT, By: MAYFIELD V MANAGEMENT PARTNERS, L.L.C., A DELAWARE LIMITED A CALIFORNIA LIMITED PARTNERSHIP LIABILITY COMPANY Its General Partner Its General Partner By: /s/ F. Gibson Myers, Jr. By: /s/ Yogen K. Dalal ----------------------------- ----------------------- General Partner Managing Member MAYFIELD VI INVESTMENT PARTNERS, MAYFIELD ASSOCIATES FUND VI, A CALIFORNIA LIMITED PARTNERSHIP A DELAWARE LIMITED PARTNERSHIP By: MAYFIELD VI MANAGEMENT PARTNERS, By: MAYFIELD XI MANAGEMENT, A CALIFORNIA LIMITED COMPANY L.L.C., A DELAWARE LIMITED Its General Partner COMPANY Its General Partner By: /s/ F. Gibson Myers, Jr. ----------------------------- By: /s/ Yogen K. Dalal General Partner ----------------------- Managing Member MAYFIELD VII, A CALIFORNIA LIMITED PARTNERSHIP MAYFIELD III, A CALIFORNIA LIMITED PARTNERSHIP By: MAYFIELD VII MANAGEMENT PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP Its General Partner By: /s/ F. Gibson Myers, Jr. ----------------------------- General Partner By: /s/ F. Gibson Myers, Jr. ----------------------------- General Partner MAYFIELD IV, A CALIFORNIA LIMITED PARTNERSHIP By: /s/ F. Gibson Myers, Jr. ----------------------------- General Partner Page 29 of 42 pages. MAYFIELD VIII, MAYFIELD XI, A CALIFORNIA LIMITED PARTNERSHIP A DELAWARE LIMITED PARTNERSHIP By: MAYFIELD VIII MANAGEMENT, By: MAYFIELD XI MANAGEMENT, L.L.C., L.L.C., A DELAWARE LIMITED A DELAWARE LIMITED LIABILITY COMPANY LIABILITY COMPANY Its General Partner Its General Partner By: /s/ Yogen K. Dalal By: /s/ Yogen K. Dalal ----------------------- ----------------------- Managing Member Managing Member MAYFIELD IX, A DELAWARE LIMITED PARTNERSHIP By: MAYFIELD IX MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY Its General Partner By: /s/ Yogen K. Dalal ----------------------- Managing Member MAYFIELD X, A DELAWARE LIMITED PARTNERSHIP By: MAYFIELD X MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY Its General Partner By: /s/ Yogen K. Dalal ----------------------- Managing Member Page 30 of 42 pages. POWER OF ATTORNEY For Executing Securities and Exchange Commission Filings Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes; 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority; 3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000. /s/ Yogen K. Dalal --------------------------------------- Yogen K. Dalal Page 31 of 42 pages. POWER OF ATTORNEY For Executing Securities and Exchange Commission Filings Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes; 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority; 3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000. /s/ Frank G. Myers, Jr. ------------------------------------- Frank G. Myers, Jr. Page 32 of 42 pages. POWER OF ATTORNEY For Executing Securities and Exchange Commission Filings Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes; 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority; 3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000. /s/ Kevin A. Fong ------------------------------------ Kevin A. Fong Page 33 of 42 pages. POWER OF ATTORNEY For Executing Securities and Exchange Commission Filings Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes; 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority; 3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000. /s/ William D. Unger ----------------------------------- William D. Unger Page 34 of 42 pages. POWER OF ATTORNEY For Executing Securities and Exchange Commission Filings Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes; 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority; 3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000. /s/ Wendell G. Van Auken III ------------------------------------------ Wendell G. Van Auken III Page 35 of 42 pages. POWER OF ATTORNEY For Executing Securities and Exchange Commission Filings Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes; 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority; 3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000. /s/ Michael J. Levinthal -------------------------------------- Michael J. Levinthal Page 36 of 42 pages. POWER OF ATTORNEY For Executing Securities and Exchange Commission Filings Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes; 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority; 3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000. /s/ A. Grant Heidrich III -------------------------------------- A. Grant Heidrich III Page 37 of 42 pages. POWER OF ATTORNEY For Executing Securities and Exchange Commission Filings Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes; 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority; 3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000. /s/ Wende S. Hutton -------------------------------------- Wende S. Hutton Page 38 of 42 pages. POWER OF ATTORNEY For Executing Securities and Exchange Commission Filings Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes; 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority; 3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000. /s/ Russell C. Hirsch ---------------------------------------- Russell C. Hirsch Page 39 of 42 pages. POWER OF ATTORNEY For Executing Securities and Exchange Commission Filings Known all by these present, that the undersigned hereby constitutes and appoints James T. Beck signing singly, his or her true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company, a partner of any limited or general partnership, an officer, director or stockholder of any corporation or otherwise as an authorized signatory of any entity for which the undersigned is authorized to sign) forms (including any amendments or supplements) relating to transactions in securities in which the undersigned, individually or by entities controlled by Mayfield Fund and its affiliates, may have a reporting obligation, in accordance with Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and in connection with any applications for EDGAR access codes; 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such forms and the filing of such forms with the United States Securities and Exchange Commission and any other authority; 3. Take any other action on connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16(a) or Section 13 of the Securities Exchange Act of 1934. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as this 22nd day of May 2000. /s/ Robert T. Vasan ----------------------------------- Robert T. Vasan Page 40 of 42 pages. EX-99.3 4 0004.txt OWNERSHIP SUMMARY EXHIBIT 3
Number of Shares Number of Shares Percent of Class Name of Reporting Person (Direct) (5) (Indirect) Beneficially Owned (1) - ----------------------------------------------------------- ----------------- ----------------- ---------------------- Mayfield IX, a Delaware Limited Partnership 3,922,315 (2) -0- 8.3% Mayfield IX Management, L.L.C. -0- 4,128,747 (2)(3) 8.8% Mayfield Associates Fund IV, a Delaware Limited Partnership 206,432 (3) -0- 0.4% Valley Partners II 3,450 -0- * Yogen K. Dalal -0- 4,132,197 (4) 8.8% F. Gibson Myers 24,018 (6) 4,132,197 (4) 8.8% Kevin A. Fong 62,161 (7) 4,132,197 (4) 8.9% William D. Unger 15,857 (8) 4,132,197 (4) 8.8% Wendell G. Van Auken, III 12,728 (9) 4,132,197 (4) 8.8% Michael J. Levinthal 86,689 (10) 4,132,197 (4) 8.9% A. Grant Heidrich, III -0- 4,132,197 (4) 8.8% Russell C. Hirsch -0- 4,132,197 (4) 8.8% Wende S. Hutton -0- 4,132,197 (4) 8.8% Robert T. Vasan 160,393 (11) -0- (4) 0.3% Total 4,500,228 9.5%
(1) The respective percentages set forth in this column were obtained by dividing the number of shares by the aggregate number of shares outstanding as of October 31, 2000 as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2000. "*" signifies less than 0.1%. (2) Represents shares held directly by Mayfield IX, of which Mayfield IX Management, L.L.C. is the sole General Partner. (3) Represents shares held directly by Mayfield Associates Fund IV, of which Mayfield IX Management, L.L.C. is the sole General Partner. (4) Includes 3,992,315 shares held directly by Mayfield IX, 206,432 shares held directly by Mayfield Associates Fund IV, and 3,450 shares held directly by Valley Partners II. The individual Reporting Persons, other than Mr. Vasan, are Managing Directors of Mayfield IX Management, L.L.C., which is the general partner of Mayfield IX and Mayfield Associates Fund IV. The individual Reporting Persons, other than Mr. Vasan, are also partners of Valley Partners II. Mr. Vasan is not a member of Mayfield IX Management, he is not a partner of Valley Partners II, he is a limited partner of Mayfield Associates Fund IV, and he disclaims beneficial ownership of shares held directly by Mayfield IX, Mayfield Associates Fund IV, and Valley Partners II. The individual Reporting Persons, other than Mr. Vasan, may be deemed to have shared voting and dispositive power over the shares which are or may be deemed to be beneficially owned by Mayfield IX, Mayfield Associates Fund IV, and Valley Partners II, but disclaim such beneficial ownership. (5) Each individual Reporting Person expressly disclaims that he or she is the beneficial owner of any shares which are held by any other individual Reporting Person in his or her individual capacity. (6) Includes 5,033 shares held directly by Mr. Myers and 18,985 shares held by Mr. Myers as trustee. (7) Includes 15,100 shares held directly by Mr. Fong and 47,061 shares held by Mr. Fong as trustee. (8) Represents 15,857 shares held directly by Mr. Unger. (9) Includes 3,776 shares held directly by Mr. Van Auken and 8,952 shares held by Mr. Van Auken as trustee. Page 41 of 42 pages. (10) Includes 25,168 shares held directly by Mr. Levinthal, 36,993 shares held by Mr. Levinthal as trustee, and options to purchase 24,528 shares that are vested or will be vested within 60 days. (11) Includes 151,195 shares held by Mr. Vasan as trustee and options to purchase 9,198 shares that are vested or will be vested within 60 days. Page 42 of 42 pages. -----END PRIVACY-ENHANCED MESSAGE-----