| 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
COMPELLENT TECHNOLOGIES INC [ CML ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/15/2007 | ||||||||||||||||||||||||||
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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 | 10/15/2007 | C | 37,476,936 | A | $0.00 | 3,747,693(1) | I | By El Dorado Ventures VI, L.P.(2) | ||
| Common Stock | 10/15/2007 | C | 897,987 | A | $0.00 | 4,645,680(1) | I | By El Dorado Ventures VI, L.P.(2) | ||
| Common Stock | 10/15/2007 | C | 269,036 | A | $0.00 | 4,914,716(1) | I | By El Dorado Ventures VI, L.P.(2) | ||
| Common Stock | 10/15/2007 | C | 114,304 | A | $0.00 | 114,304(1) | I | By El Dorado Technology '01, L.P.(3) | ||
| Common Stock | 10/15/2007 | C | 27,388 | A | $0.00 | 141,692(1) | I | By El Dorado Technology '01, L.P.(3) | ||
| Common Stock | 10/15/2007 | C | 8,205 | A | $0.00 | 149,897(1) | I | By El Dorado Technology '01, L.P.(3) | ||
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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 A-1 Preferred Stock | (4) | 10/15/2007 | C | 3,747,693 | (5) | (5) | Common Stock | 3,747,693 | $0.00 | 0 | I | By El Dorado Ventures VI, L.P. | |||
| Series A-1 Preferred Stock | (4) | 10/15/2007 | C | 114,304 | (5) | (5) | Common Stock | 114,304 | $0.00 | 0 | I | By El Dorado Technology '01, L.P. | |||
| Series B Preferred Stock | (4) | 10/15/2007 | C | 897,987 | (5) | (5) | Common Stock | 897,987 | $0.00 | 0 | I | By El Dorado Ventures VI, L.P. | |||
| Series B Preferred Stock | (4) | 10/15/2007 | C | 27,388 | (5) | (5) | Common Stock | 27,388 | $0.00 | 0 | I | By El Dorado Technology '01, L.P. | |||
| Series C Preferred Stock | (4) | 10/15/2007 | C | 269,036 | (5) | (5) | Common Stock | 269,036 | $0.00 | 0 | I | By El Dorado Ventures VI, L.P. | |||
| Series C Preferred Stock | (4) | 10/15/2007 | C | 8,205 | (5) | (5) | Common Stock | 8,205 | $0.00 | 0 | I | By El Dorado Technology '01, L.P. | |||
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 is filed jointly by El Dorado Ventures VI, L.P. ("EVP"), El Dorado Technology '01, L.P. ("ET '01"), El Dorado Venture Partners VI, LLC ("EVLLC"), M. Scott Irwin, Shanda Bahles and Thomas H. Peterson (collectively, the "Reporting Persons"). EVLLC is the general partner EVP and ET '01. The managing members of EVLLC are Charles Beeler, M. Scott Irwin, Shanda Bahles and Thomas H. Peterson. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| 2. Consists of shares owned by EVP. EVLLC, as the general partner of EVP, may be deemed to beneficially own the shares owned by EVP. The Reporting Person disclaims beneficial ownership of the shares owned by EVP except to the extent of his pecuniary interest. |
| 3. Consists of shares owned by ET '01. EVLLC, as the general partner of ET '01, may be deemed to beneficially own the shares owned by ET '01. The Reporting Person disclaims beneficial ownership of the shares owned by ET '01 except to the extent of his pecuniary interest. |
| 4. Each share of Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. |
| 5. These securities are preferred stock of the Issuer and do not have an expiration date. These securities automatically converted into shares of common stock immediately prior to the closing of the Issuer's initial public offering. |
| Remarks: |
| /s/ Charles Beeler, Managing Member | 10/15/2007 | |
| Charles Beeler, Managing Member of El Dorado Venture Partners VI, LLC, its General Partner | 10/15/2007 | |
| Charles Beeler, Managing Member of El Dorado Venture Partners VI, LLC, its General Partner | 10/15/2007 | |
| Shanda Bahles | 10/15/2007 | |
| M. Scott Irwin | 10/15/2007 | |
| Thomas H. Peterson | 10/15/2007 | |
| ** 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. | ||