Schedule 13G Amendment No. 3

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ANuG8nicVctGY4JyHptZrDJjlhsUq2Z/7n9OSjyCR2K5R3U5xSXMKplehEi10ND7 YKll2JqknFxDOIg9F7Scrw== 0001193125-10-017768.txt : 20100201 0001193125-10-017768.hdr.sgml : 20100201 20100201110604 ACCESSION NUMBER: 0001193125-10-017768 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100201 DATE AS OF CHANGE: 20100201 GROUP MEMBERS: ADAM DRAPER TRUST GROUP MEMBERS: DRAPER FRANCHISE LLC GROUP MEMBERS: ELEANOR DRAPER TRUST GROUP MEMBERS: FRANK M. CREER GROUP MEMBERS: JABE, LLC GROUP MEMBERS: JESSICA DRAPER TRUST GROUP MEMBERS: MELISSA P. DRAPER GROUP MEMBERS: THE DRAPER FOUNDATION GROUP MEMBERS: THE TIMOTHY DRAPER LIVING TRUST GROUP MEMBERS: TIMOTHY C. DRAPER GROUP MEMBERS: WILLIAM DRAPER TRUST GROUP MEMBERS: ZONE VENTURE FUND II ANNEX, L.P. GROUP MEMBERS: ZONE VENTURES MANAGEMENT COMPANY II, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZONE VENTURE FUND II L P CENTRAL INDEX KEY: 0001085236 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 241 S FIGUEROA ST SUITE 340 CITY: LOS ANGELES STATE: CA ZIP: 90012 BUSINESS PHONE: 2136282400 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIVX INC CENTRAL INDEX KEY: 0001342960 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82529 FILM NUMBER: 10562197 BUSINESS ADDRESS: STREET 1: 4780 EASTGATE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-882-0600 MAIL ADDRESS: STREET 1: 4780 EASTGATE MALL CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 3 Schedule 13G Amendment No. 3

United States

Securities and Exchange Commission

Washington, DC 20549

Schedule 13G

(Rule 13d-102)

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

(Amendment No. 3)*

DivX, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

255413 10 6

(CUSIP Number)

December 31, 2009

(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 persons’ initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).


CUSIP NUMBER 255413 10 6		13G		Page 2 of 30 Pages


1.	Name of Reporting Persons Zone Venture Fund II, L.P.
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 California
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 196,433 (See Items 2 and 4)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 196,433 (See Items 2 and 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 196,433 (See Items 2 and 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.60%
12.	Type of Reporting Person (see Instructions) PN


CUSIP NUMBER 255413 10 6		13G		Page 3 of 30 Pages


1.	Name of Reporting Persons Zone Ventures Management Company II, LLC
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 California
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 991
		6.	Shared Voting Power 244,565* (See Items 2 and 4)
		7.	Sole Dispositive Power 991
		8.	Shared Dispositive Power 244,565* (See Items 2 and 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 245,556 (See Items 2 and 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.75% (See Items 2 and 4)
12.	Type of Reporting Person (see Instructions) OO

*	Of these shares, 196,433 are held directly by Zone Venture Fund II, L.P. and 48,132 shares are held directly by Zone Venture Fund II Annex, L.P.


CUSIP NUMBER 255413 10 6		13G		Page 4 of 30 Pages


1.	Name of Reporting Persons Draper Franchise LLC
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 California
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 245,556* (See Items 2 and 4)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 245,556* (See Items 2 and 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 245,556 (See Items 2 and 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.75% (See Items 2 and 4)
12.	Type of Reporting Person (see Instructions) OO

*	196,433 of these shares are owned by Zone Venture Fund II, L.P., 48,132 of these shares are owned by Zone Venture Fund II Annex, L.P. and 991 of these shares are owned directly by Zone Ventures Management Company II, LLC.


CUSIP NUMBER 255413 10 6		13G		Page 5 of 30 Pages


1.	Name of Reporting Persons Zone Venture Fund II Annex, L.P.
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 California
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 48,132 (See Items 2 and 4)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 48,132 (See Items 2 and 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 48,132 (See Items 2 and 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.15% (See Items 2 and 4)
12.	Type of Reporting Person (see Instructions) PN


CUSIP NUMBER 255413 10 6		13G		Page 6 of 30 Pages


1.	Name of Reporting Persons The Timothy Draper Living Trust
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 California
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 1,019,625 (See Items 2 and 4)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,019,625 (See Items 2 and 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,019,625 (See Items 2 and 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 3.12% (See Items 2 and 4)
12.	Type of Reporting Person (see Instructions) OO (Trust)


CUSIP NUMBER 255413 10 6		13G		Page 7 of 30 Pages


1.	Name of Reporting Persons Jessica Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999
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 California
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 14,022 (See Items 2 and 4)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 14,022 (See Items 2 and 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,022 (See Items 2 and 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.04% (See Items 2 and 4)
12.	Type of Reporting Person (see Instructions) OO (Trust)


CUSIP NUMBER 255413 10 6		13G		Page 8 of 30 Pages


1.	Name of Reporting Persons Adam Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999
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 California
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 14,022 (See Items 2 and 4)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 14,022 (See Items 2 and 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,022 (See Items 2 and 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.04% (See Items 2 and 4)
12.	Type of Reporting Person (see Instructions) OO (Trust)


CUSIP NUMBER 255413 10 6		13G		Page 9 of 30 Pages


1.	Name of Reporting Persons William Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999
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 California
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 14,022 (See Items 2 and 4)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 14,022 (See Items 2 and 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,022 (See Items 2 and 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.04% (See Items 2 and 4)
12.	Type of Reporting Person (see Instructions) OO (Trust)


CUSIP NUMBER 255413 10 6		13G		Page 10 of 30 Pages


1.	Name of Reporting Persons Eleanor Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999
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 California
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 14,022 (See Items 2 and 4)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 14,022 (See Items 2 and 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,022 (See Items 2 and 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.04% (See Items 2 and 4)
12.	Type of Reporting Person (see Instructions) OO (Trust)


CUSIP NUMBER 255413 10 6		13G		Page 11 of 30 Pages


1.	Name of Reporting Persons JABE, LLC
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 California
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 113,547 (See Items 2 and 4)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 113,547 (See Items 2 and 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 113,547 (See Items 2 and 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.35% (See Items 2 and 4)
12.	Type of Reporting Person (see Instructions) OO


CUSIP NUMBER 255413 10 6		13G		Page 12 of 30 Pages


1.	Name of Reporting Persons Timothy C. Draper
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 169,635* (See Items 2 and 4)
		6.	Shared Voting Power 1,501,381** (See Items 2 and 4)
		7.	Sole Dispositive Power 169,635* (See Items 2 and 4)
		8.	Shared Dispositive Power 1,501,381** (See Items 2 and 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,671,016 (See Items 2 and 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.11% (See Items 2 and 4)
12.	Type of Reporting Person (see Instructions) IN

*	Of these shares, 14,022 shares are held directly by each of Jessica Draper Trust, Adam Draper Trust, William Draper Trust and Eleanor Draper Trust, each under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999 and 113,547 shares are held directly by JABE, LLC.

Of these shares, 196,433 shares are held directly by Zone Venture Fund II, L.P., 991 are held directly by Zone Ventures Management Company II, LLC, 48,132 shares are held directly by Zone Venture II Annex, L.P., 1,019,625 shares are held by The Timothy Draper Living Trust, and 236,200 shares are held by The Draper Foundation.


CUSIP NUMBER 255413 10 6		13G		Page 13 of 30 Pages


1.	Name of Reporting Persons Frank M. Creer
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 35,006
		6.	Shared Voting Power 245,556* (See Items 2 and 4)
		7.	Sole Dispositive Power 35,006
		8.	Shared Dispositive Power 245,556* (See Items 2 and 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 280,562 (See Items 2 and 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.86% (See Items 2 and 4)
12.	Type of Reporting Person (see Instructions) IN

*	Of these shares, 196,433 shares are held directly by Zone Venture Fund II, L.P., 48,132 shares are held directly by Zone Venture Fund II Annex, L.P. and 991 shares are held directly by Zone Ventures Management Company II, LLC.


CUSIP NUMBER 255413 10 6		13G		Page 14 of 30 Pages


1.	Name of Reporting Persons Melissa P. Draper
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 1,019,625 (See Items 2 and 4)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,019,625 (See Items 2 and 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,019,625 (See Items 2 and 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 3.12% (See Items 2 and 4)
12.	Type of Reporting Person (see Instructions) IN


CUSIP NUMBER 255413 10 6		13G		Page 15 of 30 Pages


1.	Name of Reporting Persons The Draper Foundation
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 California
Number of Shares Beneficially Owned By Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 236,200 (See Items 2 and 4)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 236,200 (See Items 2 and 4)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 236,200 (See Items 2 and 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 0.72% (See Items 2 and 4)
12.	Type of Reporting Person (see Instructions) CO


		13G		Page 16 of 30 Pages

Item 1

(a)

Name of Issuer: DivX, Inc.

Item 1

(b)

Address of Issuer’s principal executive offices:

4780 Eastgate Mall

San Diego, California 92121

Item 2.

This Amendment to Schedule 13G is filed on behalf of (i) Zone Venture Fund II, L.P., a California limited partnership, (ii) Zone Ventures Management Company II, LLC, a California limited liability company, (iii) Draper Franchise LLC, a California limited liability company, (iv) Zone Venture Fund II Annex, L.P., a California limited partnership; (v) The Timothy Draper Living Trust, a trust formed under the laws of the State of California, (vi) Jessica Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999, a trust formed under the laws of the State of California, (vii) Adam Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999, a trust formed under the laws of the State of California (viii) William Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999, a trust formed under the laws of the State of California; (ix) Eleanor Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999, a trust formed under the laws of the State of California; (x) JABE LLC, a California limited liability company (“JABE”), (xi) Timothy C. Draper, a United States citizen (“T. Draper”), (xii) Frank M. Creer, a United States citizen (“Creer”), (xiii) Melissa P. Draper, a United States citizen (“M. Draper”) and (xiv) The Draper Foundation, a California non-profit public benefit corporation (“Draper Foundation”).

Relationships

(1)

Zone Venture Fund II, L.P. is a California limited partnership (“Zone Venture Fund II”).

(2)

Zone Ventures Management Company II, LLC (“Zone Ventures Management Company II”), is the general partner of Zone Venture Fund II and Zone Fund II Annex. Mr. Creer and Draper Franchise LLC are the managing members of Zone Ventures Management Company II.

(3)

Draper Franchise LLC (“Draper Franchise”) is an affiliate of Zone Venture Fund II. Draper Franchise (of which T. Draper is the managing member) is a managing member of Zone Ventures Management Company II.

(4)

Zone Venture Fund II Annex, L.P. is a California limited partnership (“Zone Fund II Annex”).

(5)

The Timothy Draper Living Trust is a trust formed under the laws of the State of California (“Draper Trust”). Mr. T. Draper and Ms. M. Draper are co-trustees of the Draper Trust and share voting and investment power with respect to the shares held by the Draper Trust.

(6)

Jessica Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999, Adam Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999, William Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999 and Eleanor Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999 are trusts formed under the laws of the State of California (“Children’s Trusts”). Mr. T. Draper is the sole trustee of the Children’s Trusts and has sole voting and investment power with respect to the shares held by the Children’s Trusts.


		13G		Page 17 of 30 Pages

(7)

JABE, LLC is a California limited liability company (“JABE”). T. Draper is a managing member of JABE and has sole voting and investment power with respect to the shares held by JABE.

(8)

The Draper Foundation is a non-profit public benefit corporation formed under the laws of the State of California (“Draper Foundation”). Mr. T. Draper is President and has sole voting and investment power with respect to the shares held by The Draper Foundation.

Messrs. T. Draper and Creer and Ms. M. Draper disclaims beneficial ownership of the shares held directly by Zone Venture Fund II, Zone Fund II Annex, Zone Ventures Management Company II, the Draper Trust, the Children’s Trusts, JABE and The Draper Foundation, except to the extent of their respective pecuniary interest therein.

Item 2

(a)

Name of person filing:

Zone Venture Fund II, L.P.

Zone Ventures Management Company II, LLC

Draper Franchise LLC

Zone Venture Fund II Annex, L.P.

The Timothy Draper Living Trust

Jessica Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

Adam Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

William Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

Eleanor Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

JABE, LLC

Timothy C. Draper

Frank M. Creer

Melissa P. Draper

The Draper Foundation

Item 2

(b)

Address of principal business office or, if none, residence:

2882 Sand Hill Road, Suite 150, Menlo Park, CA 94025


		13G		Page 18 of 30 Pages

Item 2

(c)

Citizenship:

Zone Venture Fund II, L.P.

California

Zone Ventures Management Company II, LLC

California

Draper Franchise LLC

California

Zone Venture Fund II Annex, L.P.

California

The Timothy Draper Living Trust

California

Jessica Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated

June 3, 1999

California

Adam Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated

June 3, 1999

California

William Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated

June 3, 1999

California

Eleanor Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated

June 3, 1999

California

JABE, LLC

California

Timothy C. Draper

United States

Frank M. Creer

United States

Melissa P. Draper

United States

The Draper Foundation

California

Item 2

(d)

Title of class of securities:

Common Stock, par value $0.001 per share.

The Issuer registered its Common Stock on its S-1 Registration Statement filed with the SEC on May 5, 2006. Each of the Reporting Persons identified in Item 2(a) above beneficially owns Common Stock.

Item 2

(e)

CUSIP No.:

255413 10 6


Item 3.			If this statement is filed pursuant to § 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	¨	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

	(e)	¨	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

	(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

	(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);


		13G		Page 19 of 30 Pages



	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

	(j)	¨	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

	(k)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

	If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify type of institution:

Item 4.	Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	Zone Venture Fund II, L.P.

	A.	Amount Beneficially owned: 196,433

	B.	Percent of Class: 0.60%

	C.	Number of shares owned to which such person has:

		1.	sole power to vote or to direct the vote: 0

		2.	shared power to vote or to direct the vote: 196,433

		3.	sole power to dispose or to direct the disposition of: 0

		4.	shared power to dispose or to direct the disposition of: 196,433

	Zone Ventures Management Company II, LLC

	A.	Amount Beneficially owned: 245,556

	B.	Percent of Class: 0.75%

	C.	Number of shares owned to which such person has:

		1.	sole power to vote or to direct the vote: 991

		2.	shared power to vote or to direct the vote: 244,565

		3.	sole power to dispose or to direct the disposition of: 991

		4.	shared power to dispose or to direct the disposition of: 244,565

	Draper Franchise LLC

	A.	Amount Beneficially owned: 245,556

	B.	Percent of Class: 0.75%

	C.	Number of shares owned to which such person has:

		1.	sole power to vote or to direct the vote: 0

		2.	shared power to vote or to direct the vote: 245,556

		3.	sole power to dispose or to direct the disposition of: 0

		4.	shared power to dispose or to direct the disposition of: 245,556


		13G		Page 20 of 30 Pages



Zone Venture Fund II Annex, L.P.

A.	Amount Beneficially owned: 48,132

B.	Percent of Class: 0.15%

C.	Number of shares owned to which such person has:

	1.	sole power to vote or to direct the vote: 0

	2.	shared power to vote or to direct the vote: 48,132

	3.	sole power to dispose or to direct the disposition of: 0

	4.	shared power to dispose or to direct the disposition of: 48,132

The Timothy Draper Living Trust

A.	Amount Beneficially owned: 1,019,625

B.	Percent of Class: 3.12%

C.	Number of shares owned to which such person has:

	1.	sole power to vote or to direct the vote: 0

	2.	shared power to vote or to direct the vote: 1,019,625

	3.	sole power to dispose or to direct the disposition of: 0

	4.	shared power to dispose or to direct the disposition of: 1,019,625

Jessica Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

A.	Amount Beneficially owned: 14,022

B.	Percent of Class: 0.04%

C.	Number of shares owned to which such person has:

	1.	sole power to vote or to direct the vote: 0

	2.	shared power to vote or to direct the vote: 14,022

	3.	sole power to dispose or to direct the disposition of: 0

	4.	shared power to dispose or to direct the disposition of: 14,022

Adam Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

A.	Amount Beneficially owned: 14,022

B.	Percent of Class: 0.04%

C.	Number of shares owned to which such person has:

	1.	sole power to vote or to direct the vote: 0

	2.	shared power to vote or to direct the vote: 14,022

	3.	sole power to dispose or to direct the disposition of: 0

	4.	shared power to dispose or to direct the disposition of: 14,022


		13G		Page 21 of 30 Pages



William Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

A.	Amount Beneficially owned: 14,022

B.	Percent of Class: 0.04%

C.	Number of shares owned to which such person has:

	1.	sole power to vote or to direct the vote: 0

	2.	shared power to vote or to direct the vote: 14,022

	3.	sole power to dispose or to direct the disposition of: 0

	4.	shared power to dispose or to direct the disposition of: 14,022

Eleanor Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

A.	Amount Beneficially owned: 14,022

B.	Percent of Class: 0.04%

C.	Number of shares owned to which such person has:

	1.	sole power to vote or to direct the vote: 0

	2.	shared power to vote or to direct the vote: 14,022

	3.	sole power to dispose or to direct the disposition of: 0

	4.	shared power to dispose or to direct the disposition of: 14,022

JABE, LLC

A.	Amount Beneficially owned: 113,547

B.	Percent of Class: 0.35%

C.	Number of shares owned to which such person has:

	1.	sole power to vote or to direct the vote: 0

	2.	shared power to vote or to direct the vote: 113,547

	3.	sole power to dispose or to direct the disposition of: 0

	4.	shared power to dispose or to direct the disposition of: 113,547

Timothy C. Draper

A.	Amount Beneficially owned: 1,671,016

B.	Percent of Class: 5.11%

C.	Number of shares owned to which such person has:

	1.	sole power to vote or to direct the vote: 169,635

	2.	shared power to vote or to direct the vote: 1,501,381

	3.	sole power to dispose or to direct the disposition of: 169,635

	4.	shared power to dispose or to direct the disposition of: 1,501,381


		13G		Page 22 of 30 Pages

Frank M. Creer

Amount Beneficially owned: 280,562

Percent of Class: 0.86%

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 35,006

shared power to vote or to direct the vote: 245,556

sole power to dispose or to direct the disposition of: 35,006

shared power to dispose or to direct the disposition of: 245,556

Melissa P. Draper

Amount Beneficially owned: 1,019,625

Percent of Class: 3.12%

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 1,019,625

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 1,019,625

The Draper Foundation

Amount Beneficially owned: 236,200

Percent of Class: 0.72%

Number of shares owned to which such person has:

sole power to vote or to direct the vote: 0

shared power to vote or to direct the vote: 236,200

sole power to dispose or to direct the disposition of: 0

shared power to dispose or to direct the disposition of: 236,200

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.

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.


		13G		Page 23 of 30 Pages

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

Not applicable.


		13G		Page 24 of 30 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 1, 2010


Zone Venture Fund II, L.P.

By:		Zone Ventures Management Company II, LLC

By:		/S/ TIMOTHY C. DRAPER
Name:		Timothy C. Draper
Title:		Managing Member

Zone Ventures Management Company II, LLC

By:		Draper Franchise LLC

By:		/s/ TIMOTHY C. DRAPER
Name:		Timothy C. Draper
Title:		Managing Member

Draper Franchise LLC

By:		/s/ TIMOTHY C. DRAPER
Name:		Timothy C. Draper
Title:		Managing Member

Zone Venture Fund II Annex, L.P.

By:		Zone Ventures Management Company II, LLC

By:		/s/ TIMOTHY C. DRAPER
Name:		Timothy C. Draper
Title:		Managing Member


		13G		Page 25 of 30 Pages


The Timothy Draper Living Trust

By:		/s/ TIMOTHY C. DRAPER
Name:		Timothy C. Draper
Title:		Trustee

Jessica Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

By:		/s/ TIMOTHY C. DRAPER
Name:		Timothy C. Draper
Title:		Trustee

Adam Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

By:		/s/ TIMOTHY C. DRAPER
Name:		Timothy C. Draper
Title:		Trustee

William Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

By:		/s/ TIMOTHY C. DRAPER
Name:		Timothy C. Draper
Title:		Trustee

Eleanor Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

By:		/s/ TIMOTHY C. DRAPER
Name:		Timothy C. Draper
Title:		Trustee


		13G		Page 26 of 30 Pages


JABE, LLC

By:		/s/ TIMOTHY C. DRAPER
Name:		Timothy C. Draper
Title:		Managing Member

/s/ TIMOTHY C. DRAPER
Timothy C. Draper

/s/ FRANK M. CREER
Frank M. Creer

/s/ MELISSA P. DRAPER
Melissa P. Draper

The Draper Foundation

By:		/s/ TIMOTHY C. DRAPER
Name:		Timothy C. Draper
Title:		President


		13G		Page 27 of 30 Pages

Exhibit Index


Exhibit		Description

99.1		Statement pursuant to Rule 13d-1(k)(1)(iii), filed herewith

EX-99.1 2 dex991.htm STATEMENT PURSUANT TO RULE 13D-1(K)(1)(III) Statement pursuant to Rule 13d-1(k)(1)(iii)

Exhibit 99.1


		13G		Page 28 of 30 Pages

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them.

Dated: February 1, 2010


Zone Venture Fund II, L.P.

By: Zone Ventures Management Company II, LLC

By:		/s/ Timothy C. Draper
Name:		Timothy C. Draper
Title:		Managing Member

Zone Ventures Management Company II, LLC

By: Draper Franchise LLC

By:		/s/ Timothy C. Draper
Name:		Timothy C. Draper
Title:		Managing Member

Draper Franchise LLC

By:		/s/ Timothy C. Draper
Name:		Timothy C. Draper
Title:		Managing Member

Zone Venture Fund II Annex, L.P.

By: Zone Ventures Management Company II, LLC

By:		/s/ Timothy C. Draper
Name:		Timothy C. Draper
Title:		Managing Member


		13G		Page 29 of 30 Pages


The Timothy Draper Living Trust

By:		/s/ Timothy C. Draper
Name:		Timothy C. Draper
Title:		Trustee

Jessica Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

By:		/s/ Timothy C. Draper
Name:		Timothy C. Draper
Title:		Trustee

Adam Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

By:		/s/ Timothy C. Draper
Name:		Timothy C. Draper
Title:		Trustee

William Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

By:		/s/ Timothy C. Draper
Name:		Timothy C. Draper
Title:		Trustee

Eleanor Draper Trust under The Draper Grandchildren’s 1999 Irrevocable Trust dated June 3, 1999

By:		/s/ Timothy C. Draper
Name:		Timothy C. Draper
Title:		Trustee

JABE, LLC

By:		/s/ Timothy C. Draper
Name:		Timothy C. Draper
Title:		Managing Member


CUSIP NUMBER 255413 10 6		13G		Page 30 of 30 Pages


/s/ Timothy C. Draper
Timothy C. Draper
/s/ Frank M. Creer Frank M. Creer
/s/ Melissa P. Draper Melissa P. Draper

The Draper Foundation

By:		/s/ Timothy C. Draper
Name:		Timothy C. Draper
Title:		President

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