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
@ROAD, INC [ ARDI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/05/2004 | ||||||||||||||||||||||||||
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(1) | 11/05/2004 | J(2) | 900,000 | D | (2) | 3,023,586 | I(3) | Directly owned by USVP V | ||
Common Stock(1) | 11/05/2004 | J(2) | 50,000 | D | (2) | 167,978 | I(4) | Directly owned by V Int'l | ||
Common Stock(1) | 11/05/2004 | J(2) | 28,000 | D | (2) | 94,067 | I(5) | Directly owned by 2180 V | ||
Common Stock(1) | 11/05/2004 | J(2) | 22,000 | D | (2) | 73,910 | I(6) | Directly owned by EP V | ||
Common Stock | 96,305 | I(7) | Directly owned by Irwin Federman | |||||||
Common Stock | 17,500 | I(7) | Directly owned by Steven Krausz | |||||||
Common Stock | 25,498 | I(7) | Directly owned by Stuart Phillips | |||||||
Common Stock | 23,180 | I(7) | Directly owned by Jonathan Root | |||||||
Common Stock | 116,306 | I(7) | Directly owned by Philip Young |
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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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. This Form 4 reporting is continued on the Form 4 issued by Presidio Management Group V, LLC dated 11/5/04. The holdings of US Venture Partners VII, L.P. (USVP VII), USVP Entrepreneur Partners VII-A, L.P. ("EP VII-A"), USVP Entrepreneur Partners VII-B, L.P. ("EP VII-B"), and 2180 Associates Fund VII, L.P. ("2180 VII") and Presidio Management Group VII, LLC ("PMG VII"), the general partner of USVP VII, EP VII-A, EP VII-B and 2180 VII are reported on this continued Form 4 and are reported for the purpose of indicating that they are no longer subject to Sec 16 reporting. |
2. Distribution in kind from partnership without consideration to its general and limited partners. |
3. See Exhibit 99.1. Shares are held directly by U.S. Venture Partners V, L.P. ("USVP V"). Presidio Management Group V, LLC ("PMG V"), the general partner of USVP V, and Irwin Federman, Steven M. Krausz, Stuart G. Phillips, Jonathan D. Root and Philip M. Young, the managing members of PMG V, may be deemed to share voting and dispositive power over the shares held by USVP V. Such persons and entities disclaim beneficial ownership of shares held by USVP V except to the extent of any pecuniary interest therein. |
4. See Exhibit 99.1. Shares are held directly by USVP V International, L.P. ("V Int'l"). Presidio Management Group V, LLC ("PMG V"), the general partner of V Int'l, and Irwin Federman, Steven M. Krausz, Stuart G. Phillips, Jonathan D. Root and Philip M. Young, the managing members of PMG V, may be deemed to share voting and dispositive power over the shares held by V Int'l. Such persons and entities disclaim beneficial ownership of shares held by V Int'l except to the extent of any pecuniary interest therein. |
5. See Exhibit 99.1. Shares are held directly by 2180 Associates Fund V, L.P. ("2180 V"). Presidio Management Group V, LLC ("PMG V"), the general partner of 2180 V, and Irwin Federman, Steven M. Krausz, Stuart G. Phillips, Jonathan D. Root and Philip M. Young, the managing members of PMG V, may be deemed to share voting and dispositive power over the shares held by 2180 V. Such persons and entities disclaim beneficial ownership of shares held by 2180 V except to the extent of any pecuniary interest therein. |
6. See Exhibit 99.1. Shares are held directly by USVP V Entrepreneur Partners, L.P. ("EP V"). Presidio Management Group V, LLC ("PMG V"), the general partner of EP V, and Irwin Federman, Steven M. Krausz, Stuart G. Phillips, Jonathan D. Root and Philip M. Young, the managing members of PMG V, may be deemed to share voting and dispositive power over the shares held by EP V. Such persons and entities disclaim beneficial ownership of shares held by EP V except to the extent of any pecuniary interest therein. |
7. Joint Filer is a managing member of Presidio Management Group V, L.L.C. ("PMG V") and Presidio Management Group VII, L.L.C. ("PMG VII"). PMG V is the general partner of U.S. Venture Partners V, L.P. ("USVP V"), USVP V International, L.P. ("V Int'l"), 2180 Associates Fund V, L.P. ("2180 V") USVP V Entrepreneur Partners, L.P. ("EP V"). PMG VII is the general partner of U.S. Venture Partners VII, L.P. ("USVP VII"), 2180 Associates Fund VII, L.P. ("2180 VII"), USVP Entrepreneur Partners VII-A, L.P. ("EP VII-A"), and USVP Entrepreneur Partners VII-B, L.P. ("EP VII-B"). Joint Filer may be deemed a beneficial owner of the reported shares but disclaims beneficial ownership in the shares held by U.S. Venture Partners V, L.P. ("USVP V"), USVP V International, L.P. ("V Int'l"), 2180 Associates Fund V, L.P. ("2180 V") USVP V Entrepreneur Partners, L.P. ("EP V"), U.S. Venture Partners VII, L.P. ("USVP VII"), 2180 Associates Fund VII, L.P. ("2180 VII"), USVP Entrepreneur Partners VII-A, L.P. ("EP VII-A"), and USVP Entrepreneur Partners VII-B, L.P. ("EP VII-B"), except to the extent of any indirect pecuniary interest therein. |
Remarks: |
Michael P. Maher | 11/09/2004 | |
** 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. |