SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
MADRONA VENTURE FUND I-A L P

(Last) (First) (Middle)
1000 SECOND AVENUE
SUITE 3700

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Isilon Systems, Inc. [ ISLN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 12/20/2006 C(1) 2,990,473 A (2) 2,990,473 I See footnote(3)
Common Stock 12/20/2006 C(1) 2,697,184 A (2) 5,687,657 I See footnote(4)
Common Stock 12/20/2006 C(1) 2,352,684 A (2) 8,040,341 I See footnote(5)
Common Stock 12/20/2006 C(1) 1,670,154 A (2) 9,710,495 I See footnote(6)
Common Stock 12/20/2006 C(1) 298,643 A (2) 10,009,138 I See footnote(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 A Preferred Stock (2) 12/20/2006 C 2,990,473 (8) (8) Common Stock 2,990,473 $0.00 0 I See footnote(3)
Series B Preferred Stock (2) 12/20/2006 C 2,697,184 (8) (8) Common Stock 2,697,184 $0.00 0 I See footnote(4)
Series C Preferred Stock (2) 12/20/2006 C 2,352,684 (8) (8) Common Stock 2,352,684 $0.00 0 I See footnote(5)
Series D Preferred Stock (2) 12/20/2006 C 1,670,154 (8) (8) Common Stock 1,670,154 $0.00 0 I See footnote(6)
Series E Preferred Stock (2) 12/20/2006 C 298,643 (8) (8) Common Stock 298,643 $0.00 0 I See footnote(7)
1. Name and Address of Reporting Person*
MADRONA VENTURE FUND I-A L P

(Last) (First) (Middle)
1000 SECOND AVENUE
SUITE 3700

(Street)
SEATTLE WA 98104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Madrona Investment Partners, LLC

(Last) (First) (Middle)
1000 SECOND AVENUE
SUITE 3700

(Street)
SEATTLE WA 98104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MADRONA MANAGING DIRECTOR FUND, LLC

(Last) (First) (Middle)
1000 SECOND AVENUE
SUITE 3700

(Street)
SEATTLE WA 98104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MADRONA VENTURE FUND I-B, LP

(Last) (First) (Middle)
1000 SECOND AVENUE
SUITE 3700

(Street)
SEATTLE WA 98104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents shares of Common Stock issued upon the conversion of shares of Preferred Stock on a 1-for-1 basis.
2. Not applicable.
3. Includes 2,411,195 shares held by Madrona Venture Fund I-A, LP ("Madrona Venture Fund A"), 262,430 shares held by Madrona Venture Fund I-B, LP ("Madrona Venture Fund B") and 316,848 shares held by Madrona Managing Director Fund LLC ("Madrona Managing Director Fund"). Matthew McIlwain (who is a director of the Issuer and files separate Section 16(a) reports) is a managing director of various entities affiliated with Madrona. Madrona Investment Partners, LLC is the general partner of Madrona Venture Fund A and Madrona Venture Fund B. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.
4. Includes 2,174,726 shares held by Madrona Venture Fund A, 236,688 shares held by Madrona Venture Fund B and 285,770 shares held by Madrona Managing Director Fund. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.
5. Includes 1,896,958 shares held by Madrona Venture Fund A, 206,456 shares held by Madrona Venture Fund B and 249,270 shares held by Madrona Managing Director Fund. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.
6. Includes 1,346,637 shares held by Madrona Venture Fund A, 146,562 shares held by Madrona Venture Fund B and 176,955 shares held by Madrona Managing Director Fund. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.
7. Includes 240,795 shares held by Madrona Venture Fund A, 26,207 shares held by Madrona Venture Fund B and 31,641 shares held by Madrona Managing Director Fund. Each of the Filing Persons disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.
8. Each share of Preferred Stock converted into one share of Common Stock on December 20, 2006 and has no expiration date.
Remarks:
/s/ Matthew S. McIlwain 12/20/2006
Matthew S. McIlwain 12/20/2006
Matthew S. McIlwain 12/20/2006
Matthew S. McIlwain 12/20/2006
** 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.