0001144204-15-008871.txt : 20150213 0001144204-15-008871.hdr.sgml : 20150213 20150213134347 ACCESSION NUMBER: 0001144204-15-008871 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: ANN L. WINBLAD GROUP MEMBERS: HUMMER WINBLAD EQUITY PARTNERS V, L.L.C. GROUP MEMBERS: JOHN HUMMER GROUP MEMBERS: MITCHELL KERTZMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Five9, Inc. CENTRAL INDEX KEY: 0001288847 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943394123 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88630 FILM NUMBER: 15612223 BUSINESS ADDRESS: STREET 1: 4000 EXECUTIVE PKWY. STREET 2: SUITE 400 CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 9252012000 MAIL ADDRESS: STREET 1: 4000 EXECUTIVE PKWY. STREET 2: SUITE 400 CITY: SAN RAMON STATE: CA ZIP: 94583 FORMER COMPANY: FORMER CONFORMED NAME: Five 9 Inc DATE OF NAME CHANGE: 20040428 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUMMER WINBLAD VENTURE PARTNERS V LP CENTRAL INDEX KEY: 0001125174 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1 LOMBARD STREET STREET 2: SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 979-9600 MAIL ADDRESS: STREET 1: 1 LOMBARD STREET STREET 2: SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 v401571_sc13g.htm SC 13G

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. __)*

 

Five9, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

338307101

(CUSIP Number)

 

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ¨ Rule 13d-1(b)
     
  ¨ Rule 13d-1(c)
     
  x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Page 1 of 13 Pages

Exhibit Index Contained on Page 11

 

 
 

 

CUSIP NO. 338307101 13 G Page  2 of 12

 

1

NAME OF REPORTING PERSONS

 

Hummer Winblad Venture Partners V, L.P. (“HWVP V”)
 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 

(a)       ¨        (b)        x

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION 

Delaware

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY EACH

REPORTING 

PERSON 

WITH

 

 5

SOLE VOTING POWER 

8,410,041 shares, except that Hummer Winblad Equity Partners V, L.L.C. (“HWEP V”), the general partner of HWVP V, may be deemed to have sole power to vote these shares, and John Hummer (“Hummer”), Ann L. Winblad (“Winblad”) and Mitchell Kertzman (“Kertzman”), the managing members of HWEP V, may be deemed to have shared power to vote these shares.

 

6

SHARED VOTING POWER 

See response to row 5.

 

7

SOLE DISPOSITIVE POWER 

8,410,041 shares, except that HWEP V, the general partner of HWVP V, may be deemed to have sole power to dispose of these shares, and Hummer, Winblad and Kertzman, the managing members of HWEP V, may be deemed to have shared power to dispose of these shares.

 

8

SHARED DISPOSITIVE POWER 

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 

REPORTING PERSON                                                                                                         8,410,041

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) 

EXCLUDES CERTAIN SHARES (See Instructions)                                                                                  ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 

17.2%

 

12

TYPE OF REPORTING PERSON (See Instructions) 

PN

 

 

 

 
 

 

CUSIP NO. 338307101 13 G Page  3 of 12

 

1

NAME OF REPORTING PERSONS

 

Hummer Winblad Equity Partners V, L.L.C.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 

(a)       ¨        (b)        x

 

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY EACH
REPORTING 

PERSON 

WITH

 

 5

SOLE VOTING POWER 

8,410,041 shares, all of which are directly owned by HWVP V. HWEP V, the general partner of HWVP V, may be deemed to have sole power to vote these shares, and Hummer, Winblad and Kertzman, the managing members of HWEP V, may be deemed to have shared power to vote these shares.

 

6

SHARED VOTING POWER 

See response to row 5.

 

7

SOLE DISPOSITIVE POWER 

8,410,041 shares, all of which are directly owned by HWVP V. HWEP V, the general partner of HWVP V, may be deemed to have sole power to dispose of these shares, and Hummer, Winblad and Kertzman, the managing members of HWEP V, may be deemed to have shared power to dispose of these shares.

 

8

SHARED DISPOSITIVE POWER 

See response to row 7.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 

REPORTING PERSON                                                                                                         8,410,041

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) 

EXCLUDES CERTAIN SHARES (See Instructions)                                                                                  ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 

17.2%

 

12

TYPE OF REPORTING PERSON (See Instructions) 

OO

 

 

 

 
 

 

CUSIP NO. 338307101 13 G Page  4 of 12

  

1

NAME OF REPORTING PERSONS

 

John Hummer

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 

(a)       ¨        (b)        x

 

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY EACH 

REPORTING 

PERSON 

WITH

 

 5

SOLE VOTING POWER 

-0-

 

6

SHARED VOTING POWER 

8,410,041 shares, all of which are directly owned by HWVP V. HWEP V is the general partner of HWVP V, and Hummer, a managing member of HWEP V, may be deemed to have shared power to vote these shares.

 

7

SOLE DISPOSITIVE POWER 

-0-

 

8

SHARED DISPOSITIVE POWER 

8,410,041 shares, all of which are directly owned by HWVP V. HWEP V is the general partner of HWVP V, and Hummer, a managing member of HWEP V, may be deemed to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 

REPORTING PERSON                                                                                                         8,410,041

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) 

EXCLUDES CERTAIN SHARES (See Instructions)                                                                                  ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 

17.2%

 

12

TYPE OF REPORTING PERSON (See Instructions) 

IN

 

  

 
 

  

CUSIP NO. 338307101 13 G Page  5 of 12

  

1

NAME OF REPORTING PERSONS

 

Ann L. Winblad

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 

(a)       ¨        (b)        x

 

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY EACH

REPORTING 

PERSON 

WITH

 

 5

SOLE VOTING POWER 

-0-

 

6

SHARED VOTING POWER 

8,410,041 shares, all of which are directly owned by HWVP V. HWEP V is the general partner of HWVP V, and Winblad, a managing member of HWEP V, may be deemed to have shared power to vote these shares.

 

7

SOLE DISPOSITIVE POWER 

-0-

 

8

SHARED DISPOSITIVE POWER 

8,410,041 shares, all of which are directly owned by HWVP V. HWEP V is the general partner of HWVP V, and Winblad, a managing member of HWEP V, may be deemed to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 

REPORTING PERSON                                                                                                         8,410,041

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) 

EXCLUDES CERTAIN SHARES (See Instructions)                                                                                  ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 

17.2%

 

12

TYPE OF REPORTING PERSON (See Instructions) 

IN

 

 

 
 

 

CUSIP NO. 338307101 13 G Page  6 of 12

  

1

NAME OF REPORTING PERSONS

 

Mitchell Kertzman

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 

(a)       ¨        (b)        x

 

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY EACH

REPORTING 

PERSON 

WITH

 

 5

SOLE VOTING POWER 

-0-

 

6

SHARED VOTING POWER 

8,410,041 shares, all of which are directly owned by HWVP V. HWEP V is the general partner of HWVP V, and Kertzman, a managing member of HWEP V, may be deemed to have shared power to vote these shares.

 

7

SOLE DISPOSITIVE POWER 

-0-

 

8

SHARED DISPOSITIVE POWER 

8,410,041 shares, all of which are directly owned by HWVP V. HWEP V is the general partner of HWVP V, and Kertzman, a managing member of HWEP V, may be deemed to have shared power to dispose of these shares.

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 

REPORTING PERSON                                                                                                         8,410,041

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) 

EXCLUDES CERTAIN SHARES (See Instructions)                                                                                  ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 

17.2%

 

12

TYPE OF REPORTING PERSON (See Instructions) 

IN

 

 

 
 

 

CUSIP NO. 338307101 13 G Page  7 of 12

 

ITEM 1(A). NAME OF ISSUER
   
  Five9, Inc. (the “Issuer”)
   
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  Bishop Ranch 8
  4000 Executive Parkwy, Suite 400
  San Ramon, CA 94583
   
ITEM 2(A). NAME OF PERSONS FILING
   
  This Schedule is filed by Hummer Winblad Venture Partners V, L.P., a Delaware limited partnership, Hummer Winblad Equity Partners V, L.L.C., a Delaware limited liability company, John Hummer, Ann L. Winblad and Mitchell Kertzman. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
   
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE
   
  The address for each Reporting Person is:
   
  c/o Hummer Winblad Venture Partners
  Pier 33 South, The Embarcadero, 3rd Floor
  San Francisco, CA 94111
   
ITEM 2(C). CITIZENSHIP
   
  See Row 4 of cover page for each Reporting Person.
   
ITEM 2(D). TITLE OF CLASS OF SECURITIES
   
  Common Stock, $0.001 par value
   
ITEM 2(D) CUSIP NUMBER
   
  338307101
   
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
  Not applicable.
   
ITEM 4. OWNERSHIP
   
  The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of February 13, 2015:  

 

(a)Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

 
 

 

CUSIP NO. 338307101 13 G Page  8 of 12

  

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

  

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Under certain circumstances set forth in the limited partnership agreement of HWVP V and the limited liability company agreement of HWEP V, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.
   
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
   
  Not applicable.
   
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.
   
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.
   
ITEM 10. CERTIFICATION.
   
  Not applicable.

 

 
 

 

CUSIP NO. 338307101 13 G Page  9 of 12

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 13, 2015

  

Hummer Winblad Venture Partners V, L.P. /s/ Ingrid Chiavacci
By Hummer Winblad Equity Partners V, L.L.C. Ingrid Chiavacci
Its General Partner Attorney-In-Fact
   
Hummer Winblad Equity Partners V, L.L.C. /s/ Ingrid Chiavacci
  Ingrid Chiavacci
  Attorney-In-Fact
   
John Hummer /s/ Ingrid Chiavacci
  Ingrid Chiavacci
  Attorney-In-Fact
   
Ann L. Winblad /s/ Ingrid Chiavacci
  Ingrid Chiavacci
  Attorney-In-Fact
   
Mitchell Kertzman /s/ Ingrid Chiavacci
  Ingrid Chiavacci
  Attorney-In-Fact

 

 
 

 

CUSIP NO. 338307101 13 G Page  10 of 12

 

EXHIBIT INDEX

 

    Found on Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   12
     
Exhibit B:  Power of Attorney   13

 

 

 
 

 

CUSIP NO. 338307101 13 G Page  11 of 12

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Five9, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 13, 2015

  

Hummer Winblad Venture Partners V, L.P. /s/ Ingrid Chiavacci
By Hummer Winblad Equity Partners V, L.L.C. Ingrid Chiavacci
Its General Partner Attorney-In-Fact
   
Hummer Winblad Equity Partners V, L.L.C. /s/ Ingrid Chiavacci
  Ingrid Chiavacci
  Attorney-In-Fact
   
John Hummer /s/ Ingrid Chiavacci
  Ingrid Chiavacci
  Attorney-In-Fact
   
Ann L. Winblad /s/ Ingrid Chiavacci
  Ingrid Chiavacci
  Attorney-In-Fact
   
Mitchell Kertzman /s/ Ingrid Chiavacci
  Ingrid Chiavacci
  Attorney-In-Fact

 

 
 

  

CUSIP NO. 338307101 13 G Page  12 of 12

 

Exhibit B

 

Power of Attorney

 

Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.