0001104659-15-011287.txt : 20150219 0001104659-15-011287.hdr.sgml : 20150216 20150217163226 ACCESSION NUMBER: 0001104659-15-011287 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: MARK SUSTER GROUP MEMBERS: STEVEN DIETZ GROUP MEMBERS: UPFRONT GP II, L.P. GROUP MEMBERS: UPFRONT GP III, L.P. GROUP MEMBERS: UPFRONT II INVESTORS, L.P. GROUP MEMBERS: UPFRONT II PARTNERS, L.P. GROUP MEMBERS: UPFRONT II, L.P. GROUP MEMBERS: UPFRONT III INVESTORS, L.P. GROUP MEMBERS: UPFRONT III PARTNERS, L.P. GROUP MEMBERS: UPFRONT III, L.P. GROUP MEMBERS: UPFRONT VENTURES MANAGEMENT, INC. GROUP MEMBERS: YVES B. SISTERON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TrueCar, Inc. CENTRAL INDEX KEY: 0001327318 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 043807511 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88662 FILM NUMBER: 15623249 BUSINESS ADDRESS: STREET 1: 225 SANTA MONICA BOULEVARD STREET 2: 12TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 800-200-2000 MAIL ADDRESS: STREET 1: 225 SANTA MONICA BOULEVARD STREET 2: 12TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 FORMER COMPANY: FORMER CONFORMED NAME: Zag com Inc DATE OF NAME CHANGE: 20050516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRP Management Services Corp. CENTRAL INDEX KEY: 0001353708 IRS NUMBER: 954780590 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2121 AVENUE OF THE STARS STREET 2: SUITE 1630 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-785-5100 MAIL ADDRESS: STREET 1: 2121 AVENUE OF THE STARS STREET 2: SUITE 1630 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13G 1 a15-4526_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

 

TrueCar, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

89785L 107

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

 

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on 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 No. 89785L 107

 

 

1

Name of Reporting Person:
Upfront II, L.P.
I.R.S. Identification Nos. of Above Persons (Entities Only): 95-4780972

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
5,138,807

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
5,138,807

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
5,138,807

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
6.7% (1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)  Based on 77,145,688 shares of the Issuer’s Common Stock outstanding as of November 10, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 14, 2014.

 

2


 

CUSIP No. 89785L 107

 

 

1

Name of Reporting Person:
Upfront II Partners, L.P.
I.R.S. Identification Nos. of Above Persons (Entities Only): 95-4780971

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
139,397

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
139,397

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
139,397

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
0.2%(1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)  Based on 77,145,688 shares of the Issuer’s Common Stock outstanding as of November 10, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 14, 2014.

 

3


 

CUSIP No. 89785L 107

 

 

1

Name of Reporting Person:
Upfront GP II, L.P.
I.R.S. Identification Nos. of Above Persons (Entities Only): 95-4780969

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,501,260

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,501,260

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,501,260

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
1.9%(1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)  Based on 77,145,688 shares of the Issuer’s Common Stock outstanding as of November 10, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 14, 2014.

 

4


 

CUSIP No. 89785L 107

 

 

1

Name of Reporting Person:
Upfront II Investors, L.P.
I.R.S. Identification Nos. of Above Persons (Entities Only): 13-4157043

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
559,248

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
559,248

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
559,248

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
0.7%(1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)  Based on 77,145,688 shares of the Issuer’s Common Stock outstanding as of November 10, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 14, 2014.

 

5


 

CUSIP No. 89785L 107

 

 

1

Name of Reporting Person:
GRP Management Services Corp.
I.R.S. Identification Nos. of Above Persons (Entities Only): 95-4780590

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
7,338,712

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
7,338,712

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
7,338,712

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
9.5%(1)

 

 

12

Type of Reporting Person (See Instructions):
CO

 

(1)  Based on 77,145,688 shares of the Issuer’s Common Stock outstanding as of November 10, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 14, 2014.

 

6


 

CUSIP No. 89785L 107

 

 

1

Name of Reporting Person:
Upfront III, L.P.
I.R.S. Identification Nos. of Above Persons (Entities Only): 26-1089211

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,945,375

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,945,375

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,945,375

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
2.5%(1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)  Based on 77,145,688 shares of the Issuer’s Common Stock outstanding as of November 10, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 14, 2014.

 

7


 

CUSIP No. 89785L 107

 

 

1

Name of Reporting Person:
Upfront GP III, L.P.
I.R.S. Identification Nos. of Above Persons (Entities Only): 26-1089171

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
206,202

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
206,202

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
206,202

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
0.3%(1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)  Based on 77,145,688 shares of the Issuer’s Common Stock outstanding as of November 10, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 14, 2014.

 

8


 

CUSIP No. 89785L 107

 

 

1

Name of Reporting Person:
Upfront III Partners, L.P.
I.R.S. Identification Nos. of Above Persons (Entities Only): 26-1407149

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
31,891

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
31,891

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
31,891

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
0.0%(1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)  Based on 77,145,688 shares of the Issuer’s Common Stock outstanding as of November 10, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 14, 2014.

 

9


 

CUSIP No. 89785L 107

 

 

1

Name of Reporting Person:
Upfront III Investors, L.P.
I.R.S. Identification Nos. of Above Persons (Entities Only): 26-4520377

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

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
63,152

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
63,152

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
63,152

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
0.1%(1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)  Based on 77,145,688 shares of the Issuer’s Common Stock outstanding as of November 10, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 14, 2014.

 

10


 

CUSIP No. 89785L 107

 

 

1

Name of Reporting Person:
Upfront Ventures Management, Inc.
I.R.S. Identification Nos. of Above Persons (Entities Only): 26-1088915

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

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
2,246,620

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
2,246,620

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
2,246,620

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
2.9%(1)

 

 

12

Type of Reporting Person (See Instructions):
CO

 

(1)  Based on 77,145,688 shares of the Issuer’s Common Stock outstanding as of November 10, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 14, 2014.

 

11


 

CUSIP No. 89785L 107

 

 

1

Name of Reporting Person:
Steven Dietz
I.R.S. Identification Nos. of Above Persons (Entities Only):

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
49,748

 

6

Shared Voting Power
9,588,532

 

7

Sole Dispositive Power
49,748

 

8

Shared Dispositive Power
9,588,532

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,683,280

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
12.5%(1)

 

 

12

Type of Reporting Person (See Instructions):
IN

 

(1)  Based on 77,145,688 shares of the Issuer’s Common Stock outstanding as of November 10, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 14, 2014.

 

12


 

CUSIP No. 89785L 107

 

 

1

Name of Reporting Person:
Yves B. Sisteron
I.R.S. Identification Nos. of Above Persons (Entities Only):

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
9,585,332

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
9,585,332

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,585,332

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
12.4%(1)

 

 

12

Type of Reporting Person (See Instructions):
IN

 

(1)  Based on 77,145,688 shares of the Issuer’s Common Stock outstanding as of November 10, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 14, 2014.

 

13


 

CUSIP No. 89785L 107

 

 

1

Name of Reporting Person:
Mark Suster
I.R.S. Identification Nos. of Above Persons (Entities Only):

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
9,585,332

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
9,585,332

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
9,585,332

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
12.4%(1)

 

 

12

Type of Reporting Person (See Instructions):
IN

 

(1)  Based on 77,145,688 shares of the Issuer’s Common Stock outstanding as of November 10, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, filed with the Securities and Exchange Commission on November 14, 2014.

 

14


 

Item 1

 

(a)

Name of Issuer:
TrueCar, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
120 Broadway, Suite 200

Santa Monica, CA  90401

 

Item 2

 

(a)

Names of Persons Filing:
Each of the following is a reporting person (“Reporting Person”):

 

Upfront II, L.P.

Upfront II Partners, L.P.

Upfront GP II, L.P.

Upfront II Investors, L.P.

GRP Management Services Corp.

Upfront III, L.P.

Upfront GP III, L.P.

Upfront III Partners, L.P.

Upfront III Investors, L.P.

Upfront Ventures Management, Inc.

Steven Dietz

Yves B. Sisteron

Mark Suster

 

(b)

Address or Principal Business Office or, if none, Residence:
The principal business address of each Reporting Person is:

 

c/o Upfront Ventures

2121 Avenue of the Stars, Suite 1630

Los Angeles, CA 90067

 

(c)

Citizenship:
Reference is made to the response to item 4 on each of pages 2-16 of this Schedule 13G (this “Schedule”), which responses are incorporated herein by reference.

 

(d)

Title and Class of Securities:
Common Stock, par value $0.0001 per share.

 

(e)

CUSIP No.:
89785L 107

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

15


 

Item 4.

Ownership

Reference is hereby made to the responses to items 5-9 and 11 of pages 2 - 16 of this Schedule, which responses are incorporated by reference herein.

 

GRP Management Services Corp. is the sole general partner of Upfront II, L.P., Upfront II Partners, LP, Upfront GP II, L.P., and Upfront II Investors, L.P. Upfront Ventures Management, Inc. is the sole general partner of Upfront III, L.P., Upfront GP III, L.P., Upfront III Partners, L.P. and Upfront III Investors, L.P. The investment committee members of both GRP Management Services Corp. and Upfront Ventures Management, Inc. are Steven Dietz, Yves B. Sisteron and Mark Suster. These investment committee members jointly exercise voting and dispositive control over the shares directly held by each fund.

 

In addition, Mr. Dietz beneficially owns (i) 17,114 shares in his individual capacity, (ii) 18,470 shares held of record by The Dietz Family Trust for which Mr. Dietz serves as trustee, (iii) 900 shares held of record by Mr. Dietz’s elder son, (iv) 1,000 shares held of record by Mr. Dietz’s younger son, (v) 1,300 shares held of record by Mr. Dietz’s daughter and (vi) 14,164 shares exercisable within 60 days of December 31, 2014. Mr. Dietz has sole voting and dispositive control over the shares held by The Dietz Family Trust.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

 

Item 6.

Ownership of More than 5 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

The Reporting Persons are filing this Schedule 13G jointly.  The Reporting Persons may be deemed to be a group pursuant to Rule 13d-5 of the Act.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

16


 

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURES

 

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.

 

Date: February 16, 2015

 

 

UPFRONT II, L.P.

 

 

 

By: Upfront GP II, L.P.

 

Its: General Partner

 

 

 

By: GRP Management Services Corp.

 

Its: General Partner

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

 

UPFRONT II PARTNERS, L.P.

 

 

 

By: Upfront GP II, L.P.

 

Its: General Partner

 

 

 

By: GRP Management Services Corp.

 

Its: General Partner

 

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

 

UPFRONT GP II, L.P.

 

 

 

By: GRP Management Services Corp.

 

Its: General Partner

 

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

 

UPFRONT II INVESTORS, L.P.

 

 

 

 

By: GRP Management Services Corp.

 

Its: General Partner

 

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

 

GRP MANAGEMENT SERVICES CORP.

 

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

17


 

 

UPFRONT III, L.P.

 

 

 

 

By: Upfront GP III, L.P.

 

Its: General Partner

 

 

 

 

By: Upfront Ventures Management, Inc.

 

Its: General Partner

 

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

 

 

UPFRONT GP III, L.P.

 

 

 

By: Upfront Ventures Management, Inc.

 

Its: General Partner

 

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

 

UPFRONT III PARTNERS, L.P.

 

 

 

By: Upfront GP III, L.P.

 

Its: General Partner

 

 

 

By: Upfront Ventures Management, Inc.

 

Its: General Partner

 

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

 

UPFRONT III INVESTORS, L.P.

 

 

 

 

By: Upfront GP III, L.P.

 

Its: General Partner

 

 

 

By: Upfront Ventures Management, Inc.

 

Its: General Partner

 

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

UPFRONT VENTURES MANAGEMENT, INC.

 

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

18


 

 

/s/ Steven Dietz

 

Steven Dietz

 

 

 

 

 

/s/ Yves B. Sisteron

 

Yves B. Sisteron

 

 

 

 

 

/s/ Mark Suster

 

Mark Suster

 

19

 EX-99.1 2 a15-4526_1ex99d1.htm EX-99.1

Exhibit 99.1

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Date: February 16, 2015

 

 

UPFRONT II, L.P.

 

 

 

 

By: Upfront GP II, L.P.

 

Its: General Partner

 

 

 

 

By: GRP Management Services Corp.

 

Its: General Partner

 

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

UPFRONT II PARTNERS, L.P.

 

 

 

By: Upfront GP II, L.P.

 

Its: General Partner

 

 

 

By: GRP Management Services Corp.

 

Its: General Partner

 

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

UPFRONT GP II, L.P.

 

 

 

By: GRP Management Services Corp.

 

Its: General Partner

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 


 

 

UPFRONT II INVESTORS, L.P.

 

 

 

By: GRP Management Services Corp.

 

Its: General Partner

 

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

 

GRP MANAGEMENT SERVICES CORP.

 

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

UPFRONT III, L.P.

 

 

 

By: Upfront GP III, L.P.

 

Its: General Partner

 

 

 

By: Upfront Ventures Management, Inc.

 

Its: General Partner

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

UPFRONT GP III, L.P.

 

 

 

By: Upfront Ventures Management, Inc.

 

Its: General Partner

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

UPFRONT III PARTNERS, L.P.

 

 

 

By: Upfront GP III, L.P.

 

Its: General Partner

 

 

 

By: Upfront Ventures Management, Inc.

 

Its: General Partner

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 


 

 

UPFRONT III INVESTORS, L.P.

 

 

 

By: Upfront GP III, L.P.

 

Its: General Partner

 

 

 

By: Upfront Ventures Management, Inc.

 

Its: General Partner

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

UPFRONT VENTURES MANAGEMENT, INC.

 

 

 

By:

/s/ Dana Kibler

 

Name:

Dana Kibler

 

Title:

Chief Financial Officer

 

 

 

 

 

/s/ Steven Dietz

 

Steven Dietz

 

 

 

 

 

/s/ Yves B. Sisteron

 

Yves B. Sisteron

 

 

 

 

 

/s/ Mark Suster

 

Mark Suster