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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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
AUDIBLE INC [ ADBL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/23/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/10/2004 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/23/2003 | C | 7,583,967 | A | (1) | 7,583,967 | I | See footnote(2) | ||
Common Stock | 02/06/2004 | C | 14,008,041 | A | (3) | 21,592,008 | I | See footnote(2) | ||
Common Stock | 02/06/2004 | J(4) | 3,500,000 | A | (4) | 25,092,008 | I | See footnote(2) |
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) | 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 Securities Underlying Derivative Security (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: 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 | ||||||||
Series C Convertible Preferred Stock | $0.54 | 12/23/2003 | C | 740,741(1) | 08/01/2003 | (5) | Common Stock | 7,583,967 | $5.4 | 0 | I | See footnote(2) | |||
Series A Convertible Preferred Stock | $0.9299 | 02/06/2004 | C | 3,473,967(3) | 08/01/2003 | (5) | Common Stock | 14,008,041 | $2.16 | 0 | I | See footnote(2) | |||
Common Stock Purchase Warrant | $7 | 02/06/2004 | J(4) | 1,000,000 | 02/06/2004 | 02/06/2011 | Common Stock | 1,000,000 | (4) | 1,000,000 | I | See footnote(2) |
Explanation of Responses: |
1. In accordance with the terms of the Series C Convertible Preferred Stock Certificate of Designation, 740,741 shares of Series C Convertible Preferred Stock were converted on December 23, 2003 into 7,407,410 shares of Common Stock, at a conversion ratio of 10 to 1. In accordance with the terms of the Series C Convertible Preferred Stock Certificate of Designation, the conversion ratio was determined by dividing the Series C Convertible Preferred Stock purchase price of $5.40 per share by the conversion price of $0.54 per share. In addition, in accordance with the terms of the Series C Convertible Preferred Stock Certificate of Designation, accrued but unpaid dividends on the Series C Convertible Preferred Stock were converted into 176,557 shares of Common Stock, resulting in a total of 7,583,967 shares of Common Stock issuable upon the conversion. |
2. The Reporting Person is the general partner of Apax Excelsior VI Partners, L.P. ("Apax Excelsior VI Partners"). Apax Excelsior VI Partners is the general partner of Apax Excelsior VI, L.P., Apax Excelsior VI-A C.V. , Apax Excelsior VI-B C.V. and Patricof Private Investment Club III, L.P. (together, the "Excelsior VI Funds"). The Reporting Person has a .01% interest in Apax Excelsior VI Partners. Pursuant to the rules promulgated under Section 16 of the Securities Exchange Act of 1934, as amended, Apax Excelsior VI Partners may be deemed to own beneficially and indirectly 1% of the Series A Shares reported herein and 1% of the shares of Series C Shares reported herein, and the shares of Common Stock issuable upon conversion therefor. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
3. In accordance with the terms of the Series A Convertible Preferred Stock Certificate of Designation, 3,473,967 shares of Series A Convertible Preferred Stock were converted on February 6, 2004 into 14,008,041 shares of Common Stock. In accordance with the terms of the Series A Convertible Preferred Stock Certificate of Designation, the conversion ratio was determined by dividing the Series A Convertible Preferred Stock purchase price of $3.75 per share by the conversion price of $0.9299 per share. |
4. Pursuant to an Agreement, dated as of February 6, 2004, by and among the Issuer and the Excelsior VI Funds, these securities were granted as an inducement for the Excelsior VI Funds to convert their shares of Series A Convertible Preferred Stock and as payment of accrued dividends on the Series A Convertible Preferred Stock. |
5. Expiration Date not applicable. |
By: Gregory M. Case | 02/19/2004 | |
** 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. |