| 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
MOTRICITY INC [ MOTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/23/2010 | ||||||||||||||||||||||||||
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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 | 06/23/2010 | C | 2,463,933 | A | (1)(2) | 3,122,460(4) | D(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 B Preferred Stock | (1) | 06/23/2010 | C | 494,410 | (1) | (1) | Common Stock | 494,671 | (1) | 0 | D(3) | ||||
| Series C Preferred Stock | (1) | 06/23/2010 | C | 36,832 | (1) | (1) | Common Stock | 36,851 | (1) | 0 | D(3) | ||||
| Series D Preferred Stock | (1) | 06/23/2010 | C | 15,567 | (1) | (1) | Common Stock | 15,575 | (1) | 0 | D(3) | ||||
| Series E Preferred Stock | (2) | 06/23/2010 | C | 529,654 | (2) | (2) | Common Stock | 529,832 | (2) | 0 | D(3) | ||||
| Series F Preferred Stock | (2) | 06/23/2010 | C | 250,142 | (2) | (2) | Common Stock | 250,143 | (2) | 0 | D(3) | ||||
| Series G Preferred Stock | (2) | 06/23/2010 | C | 208,452 | (2) | (2) | Common Stock | 208,452 | (2) | 0 | D(3) | ||||
| Series I Preferred Stock | (2) | 06/23/2010 | C | 928,409 | (2) | (2) | Common Stock | 928,409 | (2) | 0 | D(3) | ||||
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. Each share of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into that number of shares of Common Stock equal to the quotient of the aggregate Series B Liquidation Preference, Series C Liquidation Preference or Series D Liquidation Preference, respectively (as those terms are defined in the issuer's Restated Certificate of Incorporation), divided by $10.00 upon the closing of the issuer's initial public offering on June 23, 2010 and had no expiration date. |
| 2. Each share of Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and Series I Preferred Stock automatically converted into that number of shares of Common Stock equal to the quotient of the Series E Original Issue Price, Series F Original Issue Price, Series G Original Issue Price or Series I Original Issue Price, respectively (as those terms are defined in the issuer's Restated Certificate of Incorporation) divided by the applicable Series E Conversion Price, Series F Conversion Price, Series G Conversion Price or Series I Conversion price, respectively (as those terms are defined in the issuer's Restated Certificate of Incorporation), upon the closing of the issuer's initial public offering on June 23, 2010 and had no expiration date. |
| 3. The securities are directly held by New Enterprise Associates 10, Limited Partnership ("NEA 10") and indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 10, and the individual general partners of NEA Partners 10 (NEA Partners 10 and the individual general partners, together, the "Indirect Reporting Persons"). The individual general partners of NEA Partners 10 are Peter Barris, M. James Barrett, C. Richard Kramlich, Charles W. Newhall III, Mark W. Perry and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or otherwise of the securities of the issuer held by NEA 10, except to the extent of such Indirect Reporting Person's pecuniary interest therein. |
| 4. Following the closing of the issuer's initial public offering on June 23, 2010, NEA 10 no longer owns 10% or more of the outstanding common stock of the issuer and, accordingly, is no longer currently subject to reporting requirements or other obligations under Section 16 of the 1934 Act with respect to ownership of common stock of the issuer which, in turn, means that the Indirect Reporting Persons also are no longer subject to such provisions of the 1934 Act. |
| /s/ Louis Citron, attorney-in-fact | 06/23/2010 | |
| ** 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. | ||