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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
Isilon Systems, Inc. [ ISLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
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)
|
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*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
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. |