FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/12/2011 |
3. Issuer Name and Ticker or Trading Symbol
Jive Software, Inc. [ JIVE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 899,023 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (1) | (1) | Common Stock | 190,000 | (1) | D | |
Employee Stock Option (right to buy) | (2) | 10/10/2017 | Common Stock | 142,500 | $0.3 | D | |
Employee Stock Option (right to buy) | (3) | 06/02/2017 | Common Stock | 2,068,338 | $1.75 | D | |
Employee Stock Option (right to buy) | (4) | 03/20/2010 | Common Stock | 287,554 | $1.51 | D |
Explanation of Responses: |
1. Each share of Series A Preferred Stock shall automatically convert into common stock on a 1:1 basis immediately prior to completion of the Issuer's initial public offering of common stock and has no expiration date. |
2. Shares subject to the option are fully vested and immediately exercisable. |
3. An option representing a right to purchase a total of 2,757,784 shares was exercised in part prior to the date on which the Reporting Person became subject to Section 16. This option may be exercised early, and to the extent any such shares are unvested as of a given date, such shares will remain subject to a right of repurchase held by the Issuer. 25% of the shares underlying the option vested on June 3, 2011, and an additional 1/12 of the remaining amount vests quarterly over the following 12 quarters with full vesting occurring on June 3, 2014. |
4. An option representing a right to purchase a total of 449,631 shares was exercised in part prior to the date on which the Reporting Person became subject to Section 16. Shares subject to the option are fully vested and immediately exercisable. |
Remarks: |
Exhibit 24.1- Power of Attorney |
/s/ Vicky Ryan, by power of attorney for Anthony Zingale | 12/12/2011 | |
** 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 5 (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. |