0001209191-12-023403.txt : 20120417 0001209191-12-023403.hdr.sgml : 20120417 20120417182634 ACCESSION NUMBER: 0001209191-12-023403 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120413 FILED AS OF DATE: 20120417 DATE AS OF CHANGE: 20120417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FLOWERS JEFFRY CENTRAL INDEX KEY: 0001526349 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35264 FILM NUMBER: 12764642 MAIL ADDRESS: STREET 1: C/O CARBONITE, INC. STREET 2: 177 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02115 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Carbonite Inc CENTRAL INDEX KEY: 0001340127 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 331111329 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 177 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02115 BUSINESS PHONE: 6175871140 MAIL ADDRESS: STREET 1: 177 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02115 4 1 doc4.xml FORM 4 SUBMISSION X0305 4 2012-04-13 0 0001340127 Carbonite Inc CARB 0001526349 FLOWERS JEFFRY C/O CARBONITE, INC. 177 HUNTINGTON AVENUE BOSTON MA 02115 1 1 0 0 Chief Architect Common Stock 2012-04-13 4 S 0 1753 9.2139 D 877083 D Common Stock 2012-04-13 4 S 0 47 9.2139 D 110721 I By Trust Common Stock 2012-04-13 4 S 0 181 9.2139 D 128621 I By Trust Common Stock 2012-04-13 4 S 0 47 9.2139 D 110721 I By Trust Common Stock 2012-04-13 4 S 0 181 9.2139 D 128621 I By Trust Common Stock 2012-04-13 4 S 0 64 9.2139 D 45143 I By Trust Common Stock 2012-04-13 4 S 0 64 9.2139 D 45143 I By Trust Common Stock 2012-04-16 4 S 0 1753 9.2592 D 875330 D Common Stock 2012-04-16 4 S 0 47 9.2592 D 110674 I By Trust Common Stock 2012-04-16 4 S 0 181 9.2592 D 128440 I By Trust Common Stock 2012-04-16 4 S 0 47 9.2592 D 110674 I By Trust Common Stock 2012-04-16 4 S 0 181 9.2592 D 128440 I By Trust Common Stock 2012-04-16 4 S 0 64 9.2592 D 45079 I By Trust Common Stock 2012-04-16 4 S 0 64 9.2592 D 45079 I By Trust Common Stock 28839 I By Spouse The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 15, 2011. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.06 to $9.36, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. These shares are owned by the Jeffry Flowers 2009 Grantor Retained Annuity Trust No. 1. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. These shares are owned by the Jeffry Flowers 2009 Grantor Retained Annuity Trust No. 2. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. These shares are owned by the Laurie Flowers 2009 Grantor Retained Annuity Trust No. 1. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. These shares are owned by the Laurie Flowers 2009 Grantor Retained Annuity Trust No. 2. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. These shares are owned by the Jeffry Flowers 2010 Grantor Retained Annuity Trust. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. These shares are owned by the Laurie Flowers 2010 Grantor Retained Annuity Trust. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.16 to $9.34, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. These shares are owned by Laurie Flowers. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. /s/ Jessica Foley, by power of attorney 2012-04-17 EX-24.4_420356 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents that, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the undersigned hereby constitutes and appoints each of Robert Katz and Jessica Foley, signing singly, the undersigned's true and lawful attorney in fact to: (1) execute for and on behalf of the undersigned (in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange Act")), any and all Forms 3, 4 and/or 5, and any amendments thereto, that are necessary or advisable for the undersigned to file under Section 16(a) (collectively, "Documents") with respect to the undersigned's holdings of and transactions in the securities issued by Carbonite, Inc., a Delaware corporation (the "Company"); (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney in fact (or such attorney in fact's substitute or substitutes) shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each attorney in fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is such attorney in fact's substitute or substitutes or the Company assuming, any of the undersigned's responsibilities to comply with the Exchange Act. The undersigned agrees that such attorney in fact may rely entirely on information furnished orally or in writing by the undersigned to such attorney in fact. The undersigned also agrees to indemnify and hold harmless the Company and such attorney in fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such attorney in fact for purposes of executing, acknowledging, delivering and filing Documents and agrees to reimburse the Company and such attorney in fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys in fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of April, 2012. /s/ Jeffry Flowers _________________________________ Name: Jeffry Flowers