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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
LDR HOLDING CORP [ LDRH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 10/15/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 10/15/2013 | C | 988,455 | A | (2) | 1,305,322 | I | By Austin Ventures VIII, L.P.(1) | ||
Common Stock | 10/15/2013 | C | 143,252 | A | (3) | 1,448,574 | I | By Austin Ventures VIII, L.P.(1) | ||
Common Stock | 10/15/2013 | C | 889,779 | A | (4) | 2,338,353 | I | By Austin Ventures VIII, L.P.(1) | ||
Common Stock | 10/15/2013 | C | 381,497 | A | (5) | 2,719,850 | I | By Austin Ventures VIII, L.P.(1) | ||
Common Stock | 10/15/2013 | C | 516,950 | A | (6) | 3,236,800 | I | By Austin Ventures VIII, L.P.(1) | ||
Common Stock | 10/15/2013 | P | 50,000 | A | $15 | 3,286,800 | I | By Austin Ventures VIII, L.P.(1) |
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 | ||||||||
Series A-1 Preferred Stock | (2) | 10/15/2013 | C | 988,455 | (2) | (2) | Common Stock | 988,455 | $0 | 0 | I | By Austin Ventures VIII, L.P.(1) | |||
Series A-2 Preferred Stock | (3) | 10/15/2013 | C | 143,252 | (3) | (3) | Common Stock | 143,252 | $0 | 0 | I | By Austin Ventures VIII, L.P.(1) | |||
Series B Preferred Stock | (4) | 10/15/2013 | C | 889,779 | (4) | (4) | Common Stock | 889,779 | $0 | 0 | I | By Austin Ventures VIII, L.P.(1) | |||
Series C Preferred Stock | (5) | 10/15/2013 | C | 381,497 | (5) | (5) | Common Stock | 381,497 | $0 | 0 | I | By Austin Ventures VIII, L.P.(1) | |||
Convertible Notes | (6) | 10/15/2013 | C | 516,950 | (6) | 04/25/2016(6) | Common Stock | 516,950 | $0 | 0 | I | By Austin Ventures VIII, L.P.(1) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. Shares are held directly by Austin Ventures VIII, L.P. ("AV VIII"). AV Partners VIII, L.P. ("AVP VIII") is the general partner of AV VIII. Joseph C. Aragona, Kenneth P. DeAngelis, John D. Thornton and Christopher A. Pacitti are the general partners of AVP VIII and have voting and investment power over the shares held by AV VIII. Such persons and entity disclaim beneficial ownership of the shares held by AV VIII except to the extent of any pecuniary interest therein. The address for AV VIII is 300 West Sixth Street, Suite 2300, Austin, Texas 78701. |
2. The Series A-1 Preferred Stock converted into the Issuer's Common Stock on a 6.75 for 1 basis and had no expiration date. |
3. The Series A-2 Preferred Stock converted into the Issuer's Common Stock on a 6.75 for 1 basis and had no expiration date. |
4. The Series B Preferred Stock converted into the Issuer's Common Stock on a 6.75 for 1 basis and had no expiration date. |
5. The Series C Preferred Stock converted into the Issuer's Common Stock on a 6.75 for 1 basis and had no expiration date. |
6. Immediately prior to the closing of the Issuer's initial public offering, the Convertible Notes were automatically converted into a number of shares of the Issuer's Common Stock equal to (a) the unpaid principal and accrued but unpaid interest on the Convertible Notes divided by (b) 50% of the price per share of the Issuer's Common Stock sold in the initial public offering. |
Remarks: |
Joseph C. Aragona, Kenneth P. DeAngelis, John D. Thornton and Christopher A. Pacitti are the general partners of AVP VIII and may be deemed to have beneficial ownership of the shares held directly by AV VIII. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pencuniary interest in such securities) other than any securities being reported herein as being directly owned by such person or entity. The filing of this report is not an admission that any Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
/s/ Denise Cruz for Joseph C. Aragona | 10/17/2013 | |
/s/ Denise Cruz for Austin Ventures VIII, L.P | 10/17/2013 | |
/s/ Denise Cruz for AV Partners VIII, L.P. | 10/17/2013 | |
/s/ Denise Cruz for Christopher A. Pacitti | 10/17/2013 | |
/s/ Denise Cruz for Kenneth P. DeAngelis | 10/17/2013 | |
/s/ Denise Cruz for John D. Thornton | 10/17/2013 | |
** 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. |