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
PLUMTREE SOFTWARE INC [ PLUM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/03/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 11/03/2004 | J(1) | 6,223,317 | D | $0 | 0 | D(4)(8) | |||
Common Stock | 11/03/2004 | J(2) | 276,890 | D | $0 | 0 | D(4)(6)(9) | |||
Common Stock | 11/03/2004 | J(3) | 92,099 | D | $0 | 0 | D(4)(6)(10) | |||
Common Stock | 31,035 | D(7)(11) | ||||||||
Common Stock | 56,271 | D(7)(12) | ||||||||
Common Stock | 100,038 | D(7)(13) | ||||||||
Common Stock | 220,000 | D(5)(6)(14) | ||||||||
Common Stock | 30,000 | D(5)(6)(15) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Represents a distribution by Sequoia Capital VII to its limited partners, on a pro rata basis based on each partner's interest in the partnership and for no additional consideration. Sequoia Capital VII does not beneficially own, directly or indirectly, any shares of the Issuer after the distribution. |
2. Represents a distribution by Sequoia Technology Partners VII to its general and limited partners, on a pro rata basis based on each partner's interest in the partnership and for no additional consideration. Sequoia Technology Partners VII does not beneficially own, directly or indirectly, any shares of the Issuer after the distribution. |
3. Represents a distribution by Sequoia International Partners to its general and limited partners, on a pro rata basis based on each partner's interest in the partnership and for no additional consideration. Sequoia International Partners does not beneficially own, directly or indirectly, any shares of the Issuer after the distribution. |
4. SC VII Management-A, LLC ("SC VII Mangement") is the general partner of each of Sequoia Capital VII, Sequoia Technology Partners VII and Sequoia International Partners (collectively the "Distributing Funds"), and as such has been deemed to beneficially own the shares held by the Distributing Funds. SC VII Management received shares in the distibutions by Sequoia Technology Partners VII and by Sequoia International Partners, and immediately distributed such shares to its managing members and non-managing members on a pro rata basis based on each member's interest in the LLC and for no additional consideration. SC VII Management does not beneficially own, directly or indirectly, any shares of the Issuer after giving effect to such distributions. |
5. SCFF Management, LLC ("FF Management") is the general partner of each of Sequoia Capital Franchise Fund and Sequoia Capital Franchise Partners (collectively the "Franchise Funds") and as such is deemed to indirectly beneficially own all of the shares held by the Franchise Funds. The Franchise Funds did not distribute any shares. FF Management disclaims beneficial ownership of the shares held by the Franchise Funds, for Section 16 or any other purpose, except to the extent of its pecuniary interest therein. |
6. The following managing members of SC VII Management (the "Managing Members") received shares due to the distributions by Sequoia Technology Partners VII and Sequoia International Partners: Douglas Leone, Michael Moritz and Mark Stevens. All of these Managing Members are also managing members of FF Management. Each of the Managing Members disclaim beneficial ownership of all of such shares held either directly or indirectly by FF Management or the Franchise Funds, for Section 16 or any other purpose, except to the extent of his respective individual pecuniary interest therein. |
7. Each of the Distributing Funds, the Franchise Funds, SC VII Mangement, FF Management and the Managing Members disclaims beneficial ownership of the shares held by Sequoia 1995 LLC, Sequoia 1997 LLC and SQP 1997, for Section 16 or any other purpose. |
8. By Sequoia Capital VII |
9. By Sequoia Technology Partners VII |
10. By Sequoia International Partners |
11. By Sequoia 1995 LLC |
12. By Sequoia 1997 LLC |
13. By SQP 1997 |
14. By Sequoia Capital Franchise Fund |
15. By Sequoia Capital Franchise Partners |
/s/ Douglas Leone, Managing Member of SC VII Management-A LLC, General Partner of Sequoia Capital VII | 11/05/2004 | |
/s/Douglas Leone, Managing Member of SC VII Management-A, LLC | 11/05/2004 | |
** 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. |