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*
SIERRA VENTURES VIII A, LP

(Last) (First) (Middle)
2884 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOURCEFIRE INC [ FIRE ]
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)
03/14/2007
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 03/14/2007 C 4,784,192 A (1) 4,784,192 I Held by limited partnership(2)(3)
Common Stock 03/14/2007 S 244,593(4)(5) D $15 4,539,599 I Held by limited partnership(6)
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 Convertible Preferred Stock (7) 03/14/2007 C 1,277,377 (7) (1) Common Stock 2,359,607 $0.00 0 I Held by limited partnership(8)(9)
Series B Convertible Preferred Stock (10) 03/14/2007 C 1,913,840 (10) (1) Common Stock 1,178,464 $0.00 0 I Held by limited partnership(9)(11)
Series C Convertible Preferred Stock (10) 03/14/2007 C 1,351,165 (10) (1) Common Stock 831,991 $0.00 0 I Held by limited partnership(9)(12)
Series D Convertible Preferred Stock (10) 03/14/2007 C 672,553 (10) (1) Common Stock 414,130 $0.00 0 I Held by limited partnership(9)(13)
1. Name and Address of Reporting Person*
SIERRA VENTURES VIII A, LP

(Last) (First) (Middle)
2884 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(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*
SIERRA VENTURES VII LP/CA

(Last) (First) (Middle)
2884 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(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*
SIERRA VENTURES ASSOCIATES VII, LLC

(Last) (First) (Middle)
2884 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(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*
SIERRA VENTURES VIII B, LP

(Last) (First) (Middle)
2884 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(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*
SIERRA VENTURES ASSOCIATES VIII, LLC

(Last) (First) (Middle)
2884 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(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. N/A.
2. Includes 1,599,489 shares held by Sierra Ventures VII, L.P. ("Sierra VII"), 3,153,946 shares held by Sierra Ventures VIII-A, L.P. ("Sierra VIII-A"), 30,757 shares held by Sierra Ventures VIII-B, L.P. ("Sierra VIII-B"). Sierra Ventures Associates VII, LLC ("SVA VII") is the general partner of Sierra VII and possesses voting and dispositive power over the shares held by Sierra VII. SVA VII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. SVA VII also holds an additional 107,253 shares as nominee for its members. SVA VII does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares. Sierra Ventures Associates VIII, LLC ("SVA VIII") is the general partner of Sierra VIII-A and Sierra VIII-B and possesses voting and dispositive power over the shares held by Sierra VIII-A and Sierra VIII-B. (continued in next footnote)
3. (continued from previous footnote) SVA VIII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. SVA VIII also holds an additional 229,051 shares as nominee for its members. SVA VIII does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares.
4. Includes 81,531 shares held by Sierra VII, 161,488 shares held by Sierra VIII-A, 1,574 shares held by Sierra VIII-B. SVA VII is the general partner of Sierra VII and possesses voting and dispositive power over the shares held by Sierra VII. SVA VII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. SVA VII disposed of an additional 3,746 shares as nominee for its members. (Continued onto next footnote)
5. (Continued from previous footnote)SVA VII does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares. SVA VIII is the general partner of Sierra VIII-A and Sierra VIII-B and possesses voting and dispositive power over the shares held by Sierra VIII-A and Sierra VIII-B. SVA VIII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. SVA VIII disposed of an additional 7,492 shares as nominee for its members. SVA VIII does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares.
6. Includes 1,517,958 shares held by Sierra VII, 2,992,458 shares held by Sierra VIII-A, 29,183 shares held by Sierra VIII-B. SVA VII is the general partner of Sierra VII and possesses voting and dispositive power over the shares held by Sierra VII. SVA VII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. SVA VII also holds an additional 103,507 shares as nominee for its members. SVA VII does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares. SVA VIII is the general partner of Sierra VIII-A and Sierra VIII-B and possesses voting and dispositive power over the shares held by Sierra VIII-A and Sierra VIII-B. SVA VIII also holds an additional 221,559 shares as nominee for its members. SVA VIII does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares.
7. These securities were automatically converted into Common Stock on a 1 to 1.84723 basis upon the closing of the Issuer?s initial public offering.
8. Includes 425,792 shares held by Sierra VII, 843,363 shares held by Sierra VIII-A, 8,222 shares held by Sierra VIII-B. SVA VII is the general partner of Sierra VII and possesses voting and dispositive power over the shares held by Sierra VII. SVA VII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. SVA VII also holds an additional 19,563 shares as nominee for its members. SVA VII does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares. SVA VIII is the general partner of Sierra VIII-A and Sierra VIII-B and possesses voting and dispositive power over the shares held by Sierra VIII-A and Sierra VIII-B. SVA VIII also holds an additional 39,126 shares as nominee for its members.
9. SVA VIII does not have voting or dispositive power over such shares related to the nominee arrangement and disclaims beneficial ownership of such shares.
10. These securities were automatically converted into Common Stock on a 1 to 0.61576 basis upon the closing of the Issuer?s initial public offering.
11. Includes 637,883 shares held by Sierra Ventures VII, 1,263,638 shares held by Sierra Ventures VIII-A, 12,319 shares held by Sierra Ventures VIII-B, L.P. SVA VII is the general partner of Sierra VII and possesses voting and dispositive power over the shares held by Sierra VII. SVA VII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. SVA VII also holds an additional 47,264 shares as nominee for its members. SVA VII does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares. SVA VIII is the general partner of Sierra VIII-A and Sierra VIII-B and possesses voting and dispositive power over the shares held by Sierra VIII-A and Sierra VIII-B. SVA VIII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. SVA VIII also holds an additional 94,544 shares as nominee for its members.
12. Includes 455,591 shares held by Sierra Ventures VII, L.P., 886,928 shares held by Sierra Ventures VIII-A, L.P., 8,646 shares held by Sierra Ventures VIII-B, L.P. SVA VII is the general partner of Sierra VII and possesses voting and dispositive power over the shares held by Sierra VII. SVA VII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. SVA VII also holds an additional 45,556 shares as nominee for its members. SVA VII does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares. SVA VIII is the general partner of Sierra VIII-A and Sierra VIII-B and possesses voting and dispositive power over the shares held by Sierra VIII-A and Sierra VIII-B. SVA VIII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. SVA VIII also holds an additional 106,871 shares as nominee for its members.
13. Includes 226,774 shares held by Sierra Ventures VII, L.P., 441,455 shares held by Sierra Ventures VIII-A, L.P., 4,324 shares held by Sierra Ventures VIII-B, L.P., SVA VII is the general partner of Sierra VII and possesses voting and dispositive power over the shares held by Sierra VII. SVA VII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. SVA VII also holds an additional 22,676 shares as nominee for its members. SVA VII does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares. SVA VIII is the general partner of Sierra VIII-A and Sierra VIII-B and possesses voting and dispositive power over the shares held by Sierra VIII-A and Sierra VIII-B. SVA VIII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. SVA VIII also holds an additional 53,196 shares as nominee for its members.
Remarks:
/s/ David C. Schwab 03/16/2007
** 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.