SEC Form 4
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*
MV Management X, L.L.C.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Carbonite Inc [ CARB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/24/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 05/24/2012 P 97,466 A $7.8046 (1) 6,650,266 I By Menlo Ventures X, L.P. (2)
Common Stock 05/24/2012 P 828 A $7.8046 (1) 56,528 I By Menlo Entrepreneurs Fund X, L.P. (3)
Common Stock 05/24/2012 P 1,706 A $7.8046 (1) 116,384 I By MMEF X, L.P. (4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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*
MV Management X, L.L.C.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Menlo Ventures X L P

(Last) (First) (Middle)
3000 SAND HILL RD
BUILDING 4 SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MENLO ENTREPRENEURS FUND X LP

(Last) (First) (Middle)
C/O MENLO VENTURES
3000 SAND HILL RD BLDG 4 STE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MMEF X LP

(Last) (First) (Middle)
C/O MENIO VENTURES 300 SAND HILL RD BLDG
4 STE 100

(Street)
MENIO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. Price reflected is the weighted-average purchase price for shares purchased. The range of purchase prices for the transactions reported was $7.77 to $7.81 per share. The reporting persons undertake to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.
2. These shares are owned directly by Menlo Ventures X, L.P. ("Menlo X"). MV Management X, L.L.C. ("MVM X") serves as the general partner of Menlo X and posseses sole voting and investment control over the shares owned by Menlo X and may be deemed to have indirect beneficial ownership of the shares held by Menlo X. MVM X however owns no securities of the Issuer directly. The Reporting Persons disclaim beneficial ownership of the shares reported herein, except to the extent of their respective proportionate pecuniary interests therein.
3. These shares are owned directly by Menlo Entrepreneurs Fund X, L.P. ("MEF X"). MVM X serves as the general partner of MEF X and posseses sole voting and investment control over the shares owned by MEF X and may be deemed to have indirect beneficial ownership of the shares held by MEF X. MVM X however owns no securities of the Issuer directly. The Reporting Persons disclaim beneficial ownership of the shares reported herein, except to the extent of their respective proportionate pecuniary interests therein.
4. Theses shares are owned directly by MMEF X, L.P. ("MMEF X"). MVM X serves as the general partner of MMEF X and posseses sole voting and investment control over the shares owned by MMEF X and may be deemed to have indirect beneficial ownership of the shares held by MMEF X. MVM X however owns no securities of the Issuer directly. The Reporting Persons disclaim beneficial ownership of the shares reported herein, except to the extent of their respective proportionate pecuniary interests therein.
MV Management X, L.L.C. /s/ Pravin A. Vazirani, Managing Member 05/29/2012
Menlo Ventures X, L.P. By: MV Management X, L.L.C., its General Partner /s/ Pravin A. Vazirani, Managing Member 05/29/2012
Menlo Entrepreneurs Fund X, L.P. By: MV Management X, L.L.C., its General Partners /s/ Pravin A. Vazirani, Managing Member 05/29/2012
MMEF X, L.P. By: MV Management X, L.L.C., its General Partners /s/ Pravin A. Vazirani, Managing Member 05/29/2012
** 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).
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