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
INFOBLOX INC [ BLOX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/25/2012 | ||||||||||||||||||||||||||
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 | 04/25/2012 | C | 4,346,174 | A | (1) | 4,484,254 | I | By Sequoia Capital X, LP(2) | ||
Common Stock | 04/25/2012 | C | 387,505 | A | (1) | 399,816 | I | By Sequoia Capital X Principals Fund, LP(3) | ||
Common Stock | 04/25/2012 | C | 626,012 | A | (1) | 645,900 | I | By Sequoia Technology Partners X, LP(4) | ||
Common Stock | 04/25/2012 | C | 1,070,773 | A | (5) | 1,106,569 | I | By Sequoia Capital Franchise Fund, LP(6) | ||
Common Stock | 04/25/2012 | C | 146,014 | A | (5) | 150,895 | I | By Sequoia Capital Franchise Partners, LP(7) | ||
Common Stock | 04/25/2012 | C | 986,693 | A | (5) | 5,470,947 | I | By Sequoia Capital X, LP(2) | ||
Common Stock | 04/25/2012 | C | 87,973 | A | (5) | 487,789 | I | By Sequoia Capital X Principals Fund, LP(3) | ||
Common Stock | 04/25/2012 | C | 142,121 | A | (5) | 788,021 | I | By Sequoia Technology Partners X, LP(4) | ||
Common Stock | 04/25/2012 | C | 19,243 | A | (8) | 19,243 | I | By Sequoia Capital Entrepreneurs Annex Fund, LP(9) | ||
Common Stock | 04/25/2012 | C | 694,274 | A | (8) | 1,800,843 | I | By Sequoia Capital Franchise Fund, LP(6) | ||
Common Stock | 04/25/2012 | C | 94,673 | A | (8) | 245,568 | I | By Sequoia Capital Franchise Partners, LP(7) | ||
Common Stock | 04/25/2012 | C | 461,849 | A | (8) | 461,849 | I | By Sequoia Capital IX, LP(10) | ||
Common Stock | 04/25/2012 | C | 1,404,354 | A | (8) | 6,875,301 | I | By Sequoia Capital X, LP(2) | ||
Common Stock | 04/25/2012 | C | 125,212 | A | (8) | 613,001 | I | By Sequoia Capital X Principals Fund, LP(3) | ||
Common Stock | 04/25/2012 | C | 202,279 | A | (8) | 990,300 | I | By Sequoia Technology Partners X, LP(4) |
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 | ||||||||
Series C Convertible Preferred Stock | (1) | 04/25/2012 | C | 13,038,522(1) | (1) | (1) | Common Stock | 4,346,174 | $0.00 | 0 | I | By Sequoia Capital X, LP(2) | |||
Series C Convertible Preferred Stock | (1) | 04/25/2012 | C | 1,162,517(1) | (1) | (1) | Common Stock | 387,505 | $0.00 | 0 | I | By Sequoia Capital X Principals Fund, LP(3) | |||
Series C Convertible Preferred Stock | (1) | 04/25/2012 | C | 1,878,036(1) | (1) | (1) | Common Stock | 626,012 | $0.00 | 0 | I | By Sequoia Technology Partners X, LP(4) | |||
Series D Convertible Preferred Stock | (5) | 04/25/2012 | C | 3,212,319(5) | (5) | (5) | Common Stock | 1,070,773 | $0.00 | 0 | I | By Sequoia Capital Franchise Fund, LP(6) | |||
Series D Convertible Preferred Stock | (5) | 04/25/2012 | C | 438,044(5) | (5) | (5) | Common Stock | 146,014 | $0.00 | 0 | I | By Sequoia Capital Franchise Partners, LP(7) | |||
Series D Convertible Preferred Stock | (5) | 04/25/2012 | C | 2,960,080(5) | (5) | (5) | Common Stock | 986,693 | $0.00 | 0 | I | By Sequoia Capital X, LP(2) | |||
Series D Convertible Preferred Stock | (5) | 04/25/2012 | C | 263,921(5) | (5) | (5) | Common Stock | 87,973 | $0.00 | 0 | I | By Sequoia Capital X Principals Fund, LP(3) | |||
Series D Convertible Preferred Stock | (5) | 04/25/2012 | C | 426,363(5) | (5) | (5) | Common Stock | 142,121 | $0.00 | 0 | I | By Sequoia Technology Partners X, LP(4) | |||
Series E Convertible Preferred Stock | (8) | 04/25/2012 | C | 57,731(8) | (8) | (8) | Common Stock | 19,243 | $0.00 | 0 | I | By Sequoia Capital Entrepreneurs Annex Fund, LP(9) | |||
Series E Convertible Preferred Stock | (8) | 04/25/2012 | C | 2,082,824(8) | (8) | (8) | Common Stock | 694,274 | $0.00 | 0 | I | By Sequoia Capital Franchise Fund, LP(6) | |||
Series E Convertible Preferred Stock | (8) | 04/25/2012 | C | 284,021(8) | (8) | (8) | Common Stock | 94,673 | $0.00 | 0 | I | By Sequoia Capital Franchise Partners, LP(7) | |||
Series E Convertible Preferred Stock | (8) | 04/25/2012 | C | 1,385,549(8) | (8) | (8) | Common Stock | 461,849 | $0.00 | 0 | I | By Sequoia Capital IX, LP(10) | |||
Series E Convertible Preferred Stock | (8) | 04/25/2012 | C | 4,213,063(8) | (8) | (8) | Common Stock | 1,404,354 | $0.00 | 0 | I | By Sequoia Capital X, LP(2) | |||
Series E Convertible Preferred Stock | (8) | 04/25/2012 | C | 375,638(8) | (8) | (8) | Common Stock | 125,212 | $0.00 | 0 | I | By Sequoia Capital X Principals Fund, LP(3) | |||
Series E Convertible Preferred Stock | (8) | 04/25/2012 | C | 606,839(8) | (8) | (8) | Common Stock | 202,279 | $0.00 | 0 | I | By Sequoia Technology Partners X, LP(4) |
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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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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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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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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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. Each share of the issuer's Series C Convertible Preferred Stock automatically converted into 1/3 share of the issuer's Common Stock on April 25, 2012 pursuant to an election by the holders of a majority of the shares of preferred stock of the issuer in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and had no expiration date. |
2. SC X Management LLC ("SC X Management"), the General Partner of Sequoia Capital X, LP ("SC X"), may be deemed to share voting and dispositive power with respect to the shares held by SC X. SC X Management disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
3. SC X Management, the Managing Member of Sequoia Capital X Principals Fund, LLC ("SC X PF"), may be deemed to share voting and dispositive power with respect to the shares held by SC X PF. SC X Management disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
4. SC X Management, the General Partner of Sequoia Technology Partners X, LP ("STP X"), may be deemed to share voting and dispositive power with respect to the shares held by STP X. SC X Management disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
5. Each share of the issuer's Series D Convertible Preferred Stock automatically converted into 1/3 share of the issuer's Common Stock on April 25, 2012 pursuant to an election by the holders of a majority of the shares of preferred stock of the issuer in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and had no expiration date. |
6. SCFF Management, LLC ("SCFF LLC"), the General Partner of Sequoia Capital Franchise Fund, LP ("SCFF"), may be deemed to share voting and dispositive power with respect to the shares held by SCFF. SCFF LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
7. SCFF LLC, the General Partner of Sequoia Capital Franchise Partners, LP ("SCFP"), may be deemed to share voting and dispositive power with respect to the shares held by SCFP. SCFF LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
8. Each share of the issuer's Series E Convertible Preferred Stock automatically converted into 1/3 share of the issuer's Common Stock on April 25, 2012 pursuant to an election by the holders of a majority of the shares of preferred stock of the issuer in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and had no expiration date. |
9. SC IX.I Management, LLC ("SC IX.I Management"), the General Partner of Sequoia Capital Entrepreneurs Annex Fund, LP ("SC Annex"), may be deemed to share voting and dispositive power with respect to the shares held by SC Annex. SC IX.I Management disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
10. SC IX.I Management, the General Partner of Sequoia Capital IX, LP ("SC IX"), may be deemed to share voting and dispositive power with respect to the shares held by SC IX. SC IX.I Management disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
Remarks: |
/s/ Melinda Dunn, by power of attorney for Michael Goguen, as a Managing Member of SC X Management LLC | 04/27/2012 | |
Melinda Dunn, by power or attorney for Michael Goguen, a Managing Member of SC IX.I Management, LLC | 04/27/2012 | |
Melinda Dunn, by power of attorney for Michael Goguen, a Managing Member of SCFF Management, LLC | 04/27/2012 | |
Melinda Dunn, by power of attorney for Michael Goguen, a Managing Member of SC IX.I Management, LLC, the General Partner of Sequoia Capital Entrepreneurs Annex Fund, LP | 04/27/2012 | |
Melinda Dunn, by power of attorney for Michael Goguen, a Managing Member of SCFF Management, LLC, the General Partner of Sequoia Capital Franchise Fund, LP | 04/27/2012 | |
Melinda Dunn, by power of attorney for Michael Goguen, a Managing Member of SCFF Management, LLC, the General Partner of Sequoia Capital Franchise Partners, LP | 04/27/2012 | |
Melinda Dunn, by power of attorney for Michael Goguen, a Managing Member of SC IX.I Management, LLC, the General Partner of Sequoia Capital IX, LP | 04/27/2012 | |
Melinda Dunn, by power of attorney for Michael Goguen, a Managing Member of SC X Management LLC, the Managing Member of Sequoia Capital X Principals Fund, LLC | 04/27/2012 | |
Melinda Dunn, by power of attorney for Michael Goguen, a Managing Member of SC X Management LLC, the General Partner of Sequoia Capital X, LP | 04/27/2012 | |
Melinda Dunn, by power of attorney for Michael Goguen, a Managing Member of SC X Management LLC, the General Partner of Sequoia Technology Partners X, LP | 04/27/2012 | |
** 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. |