SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
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. )
KAYAK SOFTWARE CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
486577109
(CUSIP Number)
12/31/12
(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)
(Continued on following pages)
Page 1 of 15 Pages
CUSIP NO. 486577109 | 13G | Page 2 of 15 Pages |
1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL XI, L.P. (SC XI)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
54-2094242
| |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6 | SHARED VOTING POWER
3,154,842 1 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
3,154,842 1 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,154,842 1 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
40.7% | |||||
12 | TYPE OF REPORTING PERSON
PN |
1 | Represents shares of the Issuers Class B common stock. Each share of the Issuers Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuers Class A common stock. |
CUSIP NO. 486577109 | 13G | Page 3 of 15 Pages |
1 |
NAME OF REPORTING PERSON
SEQUOIA TECHNOLOGY PARTNERS XI, L.P. (STP XI)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-0005558
| |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6 | SHARED VOTING POWER
99,657 1 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
99,657 1 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,657 1 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1% | |||||
12 | TYPE OF REPORTING PERSON
PN |
1 | Represents shares of the Issuers Class B common stock. Each share of the Issuers Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuers Class A common stock. |
CUSIP NO. 486577109 | 13G | Page 4 of 15 Pages |
1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL XI PRINCIPALS FUND LLC (SC XI PF)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-0040683
| |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6 | SHARED VOTING POWER
343,224 1 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
343,224 1 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,224 1 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% | |||||
12 | TYPE OF REPORTING PERSON
OO |
1 | Represents shares of the Issuers Class B common stock. Each share of the Issuers Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuers Class A common stock. |
CUSIP NO. 486577109 | 13G | Page 5 of 15 Pages |
1 |
NAME OF REPORTING PERSON
SC XI MANAGEMENT, LLC (SC XI LLC)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
13-4236767
| |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6 | SHARED VOTING POWER
3,597,723 shares of which 3,154,842 shares are directly held by SC XI, 99,657 shares are directly held by STP XI and 343,224 shares are directly held by SC XI PF. SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF. 1
| |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
3,597,723 shares of which 3,154,842 shares are directly held by SC XI, 99,657 shares are directly held by STP XI and 343,224 shares are directly held by SC XI PF. SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF. 1
| |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,597,723 1 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
44.0% | |||||
12 | TYPE OF REPORTING PERSON
OO |
1 | Represents shares of the Issuers Class B common stock. Each share of the Issuers Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuers Class A common stock. |
CUSIP NO. 486577109 | 13G | Page 6 of 15 Pages |
1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GROWTH FUND III, L.P. (SCGF III)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-2812490
| |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6 | SHARED VOTING POWER
2,338,912 1 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
2,338,912 1 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,338,912 1 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.1% | |||||
12 | TYPE OF REPORTING PERSON
PN |
1 | Includes 2,269,059 shares of the Issuers Class B common stock. Each share of the Issuers Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuers Class A common stock. |
CUSIP NO. 486577109 | 13G | Page 7 of 15 Pages |
1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GROWTH PARTNERS III, L.P. (SCGP III)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3735244
| |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6 | SHARED VOTING POWER
23,103 1 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
23,103 1 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,103 1 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5% | |||||
12 | TYPE OF REPORTING PERSON
PN |
1 | Includes 22,338 shares of the Issuers Class B common stock. Each share of the Issuers Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuers Class A common stock. |
CUSIP NO. 486577109 | 13G | Page 8 of 15 Pages |
1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND LLC (SCG III PF)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3737763
| |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6 | SHARED VOTING POWER
115,284 1 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
115,284 1 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,284 1 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5% | |||||
12 | TYPE OF REPORTING PERSON
OO |
1 | Includes 111,677 shares of the Issuers Class B common stock. Each share of the Issuers Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuers Class A common stock. |
CUSIP NO. 486577109 | 13G | Page 9 of 15 Pages |
1 |
NAME OF REPORTING PERSON
SCGF III MANAGEMENT, LLC (SCGF III LLC)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-2812373
| |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6 | SHARED VOTING POWER
2,477,299 shares of which 2,338,912 shares are directly held by SCGF III, 23,103 shares are directly held by SCGP III and 115,284 shares are directly held by SCG III PF. SCGF III LLC is the General Partner of SCGF III and SCGP III, and the Managing Member of SCG III PF. 1
| |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
2,477,299 shares of which 2,338,912 shares are directly held by SCGF III, 23,103 shares are directly held by SCGP III and 115,284 shares are directly held by SCG III PF. SCGF III LLC is the General Partner of SCGF III and SCGP III, and the Managing Member of SCG III PF. 1
| |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,477,299 1 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
35.4% | |||||
12 | TYPE OF REPORTING PERSON
OO |
1 | Includes 2,403,074 shares of the Issuers Class B common stock. Each share of the Issuers Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuers Class A common stock. |
CUSIP NO. 486577109 | 13G | Page 10 of 15 Pages |
ITEM 1. |
(a) | Name of Issuer: Kayak Software Corporation |
(b) | Address of Issuers Principal Executive Offices: |
55 North Water Street, Suite 1
Norwalk, CT 06854
ITEM 2. |
(a) | Name of Persons Filing: |
Sequoia Capital XI, L.P.
Sequoia Technology Partners XI, L.P.
Sequoia Capital XI Principals Fund, LLC
SC XI Management, LLC
Sequoia Capital Growth Fund III, L.P.
Sequoia Capital Growth Partners III, L.P.
Sequoia Capital Growth III Principals Fund LLC
SCGF III Management, LLC
SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF. SCGF III LLC is the General Partner of each of SCGF III and SCGP III, and the Managing Member of SCG III PF.
(b) | Address of Principal Business Office or, if none, Residence: |
3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
Citizenship:
SC XI LLC, SC XI, STP XI, SC XI PF, SCGF III LLC, SCGF III, SCGP III, SCG III PF: Delaware
(c) | Title of Class of Securities: Class A Common Stock |
(d) | CUSIP Number: 486577109 |
ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
CUSIP NO. 486577109 | 13G | Page 11 of 15 Pages |
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ]
ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
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. 486577109 | 13G | Page 12 of 15 Pages |
SIGNATURE
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.
Dated: February 12, 2013
Sequoia Capital XI, a Delaware Limited Partnership
Sequoia Technology Partners XI, a Delaware Limited Partnership
By: | SC XI Management, LLC | |||
A Delaware Limited Liability Company | ||||
General Partner of Each |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
Sequoia Capital XI Principals Fund, a Delaware Multiple Series LLC
By: | SC XI Management, LLC | |||
A Delaware Limited Liability Company | ||||
Its Managing Member |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
SC XI Management, LLC
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
Sequoia Capital Growth Fund III, a Delaware Limited Partnership
Sequoia Capital Growth Partners III, a Delaware Limited Partnership
By: | SCGF III Management, LLC, | |||
their General Partner |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
Sequoia Capital Growth III Principals Fund, a Delaware Multiple Series LLC
By: | SCGF III Management, LLC, | |||
Its Managing Member | ||||
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
CUSIP NO. 486577109 | 13G | Page 13 of 15 Pages |
SCGF III Management, LLC
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
CUSIP NO. 486577109 | 13G | Page 14 of 15 Pages |
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the Class A common stock of Kayak Software Corporation, and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 12, 2013
Sequoia Capital XI, a Delaware Limited Partnership
Sequoia Technology Partners XI, a Delaware Limited Partnership
By: | SC XI Management, LLC | |||
A Delaware Limited Liability Company | ||||
General Partner of Each |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
Sequoia Capital XI Principals Fund, a Delaware Multiple Series LLC
By: | SC XI Management, LLC | |||
A Delaware Limited Liability Company | ||||
Its Managing Member |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
SC XI Management, LLC
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
Sequoia Capital Growth Fund III, a Delaware Limited Partnership
Sequoia Capital Growth Partners III, a Delaware Limited Partnership
By: | SCGF III Management, LLC, | |||
their General Partner |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
CUSIP NO. 486577109 | 13G | Page 15 of 15 Pages |
Sequoia Capital Growth III Principals Fund, a Delaware Multiple Series LLC
By: | SCGF III Management, LLC, | |||
Its Managing Member |
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |
SCGF III Management, LLC
By: | /s/ Douglas Leone | |||
Douglas Leone, Managing Member |