-----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, MM/Mk9D1eaPQwegTY6jM0g6N2H7xfCBXEnXEuETcq8bCTb47xTLaWR6R9E4QzoY9 XPhvwkReq81uTxIMv/SjZQ== 0000950123-10-081870.txt : 20100830 0000950123-10-081870.hdr.sgml : 20100830 20100827174450 ACCESSION NUMBER: 0000950123-10-081870 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100830 DATE AS OF CHANGE: 20100827 GROUP MEMBERS: BAVP, LP GROUP MEMBERS: KATE MITCHELL GROUP MEMBERS: LOUIS C. BOCK GROUP MEMBERS: MARK BROOKS GROUP MEMBERS: RORY O'DRISCOLL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLU MOBILE INC CENTRAL INDEX KEY: 0001366246 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: 005-82770 FILM NUMBER: 101045009 BUSINESS ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY, SUITE 250 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 650-532-2400 MAIL ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY, SUITE 250 CITY: SAN MATEO STATE: CA ZIP: 94404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Scale Venture Management I, LLC CENTRAL INDEX KEY: 0001308343 IRS NUMBER: 943358904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 700 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: (650) 378-6050 MAIL ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 700 CITY: FOSTER CITY STATE: CA ZIP: 94404 FORMER COMPANY: FORMER CONFORMED NAME: BA Venture Partners VI, LLC DATE OF NAME CHANGE: 20041110 SC 13G/A 1 f56754sc13gza.htm SC 13G/A sc13gza
     
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Glu Mobile, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
379890106
(CUSIP Number)
08/27/10
(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)

     þ Rule 13d-1(c)

     o 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 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 No.
 
379890106 
 

 

           
1.   Name of Reporting Persons
I.R.S. Identification No(s). of above person(s) (entities only)
BAVP, LP          94-3359700
     
     
2.   Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   Citizenship or Place of Organization
   
  Delaware
       
  5.   Sole Voting Power
     
Number of   0
       
Shares 6.   Shared Voting Power
Beneficially    
Owned by   3,525,819(1)
       
Each 7.   Sole Dispositive Power
Reporting    
Person   0
       
With: 8.   Shared Dispositive Power
     
    3,525,819(1)
     
9.   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  3,525,819(1)
     
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)
   
  7.9%(2)
     
12.   Type of Reporting Person (See Instructions)
   
  PN
1. Includes 375,000 shares BAVP, LP has the right to acquire within 60 days pursuant to a warrant to purchase shares of the Issuer’s common stock.
2. The percentage is calculated based upon 30,810,304 shares of the Issuer’s common stock outstanding as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuer’s most recent Quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2010, plus 13,495,000 shares of common stock issued on August 27, 2010.

Page 2 of 11 pages


 

                     
CUSIP No.
 
379890106 
 

 

           
1.   Name of Reporting Persons
I.R.S. Identification No(s). of above person(s) (entities only)
Scale Venture Management I, LLC          94-3358904
     
     
2.   Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   Citizenship or Place of Organization
   
  California
       
  5.   Sole Voting Power
     
Number of   0
       
Shares 6.   Shared Voting Power
Beneficially    
Owned by   3,525,819(1)
       
Each 7.   Sole Dispositive Power
Reporting    
Person   0
       
With: 8.   Shared Dispositive Power
     
    3,525,819(1)
     
9.   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  3,525,819(1)
     
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)
   
  7.9%(2)
     
12.   Type of Reporting Person (See Instructions)
   
  CO
1. Shares are held by BAVP, LP. Scale Venture Management I, LLC is the general partner of BAVP, LP. Includes 375,000 shares BAVP, LP has the right to acquire within 60 days pursuant to a warrant to purchase shares of the Issuer’s common stock.
2. The percentage is calculated based upon 30,810,304 shares of the Issuer’s common stock outstanding as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuer’s most recent Quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2010, plus 13,495,000 shares of common stock issued on August 27, 2010.

Page 3 of 11 pages


 

                     
CUSIP No.
 
379890106 
 

 

           
1.   Name of Reporting Persons
I.R.S. Identification No(s). of above person(s) (entities only)
Louis C. Bock
     
     
2.   Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   Citizenship or Place of Organization
   
  US
       
  5.   Sole Voting Power
     
Number of   0
       
Shares 6.   Shared Voting Power
Beneficially    
Owned by   3,525,819(1)
       
Each 7.   Sole Dispositive Power
Reporting    
Person   0
       
With: 8.   Shared Dispositive Power
     
    3,525,819(1)
     
9.   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  3,525,819(1)
     
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)
   
  7.9%(2)
     
12.   Type of Reporting Person (See Instructions)
   
  IN
1. Shares are held by BAVP, LP. Louis C. Bock, Kate Mitchell, Rory O’Driscoll and Mark Brooks are the Managing Members of Scale Venture Management I, LLC, the general partner of BAVP, LP. Includes 375,000 shares BAVP, LP has the right to acquire within 60 days pursuant to a warrant to purchase shares of the Issuer’s common stock. The Reporting Person disclaims beneficial ownership with respect to all such shares except to the extent of his proportionate pecuniary interests therein.
2. The percentage is calculated based upon 30,810,304 shares of the Issuer’s common stock outstanding as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuer’s most recent Quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2010, plus 13,495,000 shares of common stock issued on August 27, 2010.

Page 4 of 11 pages


 

                     
CUSIP No.
 
379890106 
 

 

           
1.   Name of Reporting Persons
I.R.S. Identification No(s). of above person(s) (entities only)
Kate Mitchell
     
     
2.   Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   Citizenship or Place of Organization
   
  US
       
  5.   Sole Voting Power
     
Number of   0
       
Shares 6.   Shared Voting Power
Beneficially    
Owned by   3,525,819(1)
       
Each 7.   Sole Dispositive Power
Reporting    
Person   0
       
With: 8.   Shared Dispositive Power
     
    3,525,819(1)
     
9.   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  3,525,819(1)
     
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)
   
  7.9%(2)
     
12.   Type of Reporting Person (See Instructions)
   
  IN
1. Shares are held by BAVP, LP. Louis C. Bock, Kate Mitchell, Rory O’Driscoll and Mark Brooks are the Managing Members of Scale Venture Management I, LLC, the general partner of BAVP, LP. Includes 375,000 shares BAVP, LP has the right to acquire within 60 days pursuant to a warrant to purchase shares of the Issuer’s common stock. The Reporting Person disclaims beneficial ownership with respect to all such shares except to the extent of her proportionate pecuniary interests therein.
2. The percentage is calculated based upon 30,810,304 shares of the Issuer’s common stock outstanding as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuer’s most recent Quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2010, plus 13,495,000 shares of common stock issued on August 27, 2010.

Page 5 of 11 pages


 

                     
CUSIP No.
 
379890106 
 

 

           
1.   Name of Reporting Persons
I.R.S. Identification No(s). of above person(s) (entities only)
Rory O’Driscoll
     
     
2.   Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   Citizenship or Place of Organization
   
  US
       
  5.   Sole Voting Power
     
Number of   0
       
Shares 6.   Shared Voting Power
Beneficially    
Owned by   3,525,819(1)
       
Each 7.   Sole Dispositive Power
Reporting    
Person   0
       
With: 8.   Shared Dispositive Power
     
    3,525,819(1)
     
9.   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  3,525,819(1)
     
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)
   
  7.9%(2)
     
12.   Type of Reporting Person (See Instructions)
   
  IN
1. Shares are held by BAVP, LP. Louis C. Bock, Kate Mitchell, Rory O’Driscoll and Mark Brooks are the Managing Members of Scale Venture Management I, LLC, the general partner of BAVP, LP. Includes 375,000 shares BAVP, LP has the right to acquire within 60 days pursuant to a warrant to purchase shares of the Issuer’s common stock. The Reporting Person disclaims beneficial ownership with respect to all such shares except to the extent of his proportionate pecuniary interests therein.
2. The percentage is calculated based upon 30,810,304 shares of the Issuer’s common stock outstanding as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuer’s most recent Quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2010, plus 13,495,000 shares of common stock issued on August 27, 2010.

Page 6 of 11 pages


 

                     
CUSIP No.
 
379890106 
 

 

           
1.   Name of Reporting Persons
I.R.S. Identification No(s). of above person(s) (entities only)
Mark Brooks
     
     
2.   Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)   o
  (b)   o
     
3.   SEC USE ONLY
   
   
     
4.   Citizenship or Place of Organization
   
  US
       
  5.   Sole Voting Power
     
Number of   0
       
Shares 6.   Shared Voting Power
Beneficially    
Owned by   3,525,819(1)
       
Each 7.   Sole Dispositive Power
Reporting    
Person   0
       
With: 8.   Shared Dispositive Power
     
    3,525,819(1)
     
9.   Aggregate Amount Beneficially Owned by Each Reporting Person
   
  3,525,819(1)
     
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)
   
  7.9%(2)
     
12.   Type of Reporting Person (See Instructions)
   
  IN
1. Shares are held by BAVP, LP. Louis C. Bock, Kate Mitchell, Rory O’Driscoll and Mark Brooks are the Managing Members of Scale Venture Management I, LLC, the general partner of BAVP, LP. Includes 375,000 shares BAVP, LP has the right to acquire within 60 days pursuant to a warrant to purchase shares of the Issuer’s common stock. The Reporting Person disclaims beneficial ownership with respect to all such shares except to the extent of his proportionate pecuniary interests therein.
2. The percentage is calculated based upon 30,810,304 shares of the Issuer’s common stock outstanding as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuer’s most recent Quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2010, plus 13,495,000 shares of common stock issued on August 27, 2010.

Page 7 of 11 pages


 

Item 1.
  (a)   Name of Issuer
     Glu Mobile, Inc.
 
  (b)   Address of Issuer’s Principal Executive Offices
     1800 Gateway Dr., Second Floor
     San Mateo, CA 94404
Item 2.
  (a)   Name of Person Filing
           BAVP, LP; Scale Venture Management I, LLC; Louis C. Bock; Kate Mitchell; Rory O’ Driscoll and Mark Brooks
  (b)   Address of Principal Business Office or, if none, Residence
  BAVP, LP:   100 North Tryon Street, Floor 25, Bank of America Corporate Center, Charlotte, NC 28255
       Scale Venture Management I, LLC: 950 Tower Lane, Suite 700, Foster City, CA 94404
     
Louis C. Bock:
  950 Tower Lane, Suite 700, Foster City, CA 94404
Kate Mitchell:
  950 Tower Lane, Suite 700, Foster City, CA 94404
Rory O’Driscoll:
  950 Tower Lane, Suite 700, Foster City, CA 94404
Mark Brooks:
  950 Tower Lane, Suite 700, Foster City, CA 94404
  (c)   Citizenship
               BAVP, LP is orgainzed in Delaware and Scale Venture Management I, LLC is organized in California. Each of Louis C. Bock, Kate Mitchell, Rory O’Driscoll and Mark Brooks are US citizens.
  (d)   Title of Class of Securities
     Common Stock
 
  (e)   CUSIP Number
     834453102
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:
      Not applicable
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.
                 
 
  (a)   Amount Beneficially Owned:        
 
      BAVP, LP     3,525,819 (1)
 
      Scale Venture Management I, LLC     3,525,819 (1)
 
      Louis C. Bock     3,525,819 (1)
 
      Kate Mitchell     3,525,819 (1)
 
      Rory O’Driscoll     3,525,819 (1)

Page 8 of 11 pages


 

                 
 
      Mark Brooks     3,525,819 (1)
 
               
 
  (b)   Percent of Class:        
 
      BAVP, LP     7.9 %(2)
 
      Scale Venture Management I, LLC     7.9 %(2)
 
      Louis C. Bock     7.9 %(2)
 
      Kate Mitchell     7.9 %(2)
 
      Rory O’Driscoll     7.9 %(2)
 
      Mark Brooks     7.9 %(2)
 
               
 
  (c)   Number of shares as to which the person has:        
 
      (i)      Sole power to vote or to direct the vote:     0  
 
               
 
      (ii)     Shared power to vote or to direct the vote:        
 
               
 
      BAVP, LP     3,525,819 (1)
 
      Scale Venture Management I, LLC     3,525,819 (1)
 
      Louis C. Bock     3,525,819 (1)
 
      Kate Mitchell     3,525,819 (1)
 
      Rory O’Driscoll     3,525,819 (1)
 
      Mark Brooks     3,525,819 (1)
 
               
 
      (iii)     Sole power to dispose or to direct the disposition of:     0  
 
               
 
      (iv)    Shared power to dispose or to direct the disposition of:        
 
 
      BAVP, LP     3,525,819 (1)
 
      Scale Venture Management I, LLC     3,525,819 (1)
 
      Louis C. Bock     3,525,819 (1)
 
      Kate Mitchell     3,525,819 (1)
 
      Rory O’Driscoll     3,525,819 (1)
 
      Mark Brooks     3,525,819 (1)
 
(1)   Shares are held by BAVP, LP. Scale Venture Management I, LLC is the General Partner of BAVP, LP. Louis Bock, Kate Mitchell, Rory O’Driscoll and Mark Brooks are the Managing Members of Scale Venture Management I, LLC, the general partner of BAVP, LP. Includes 375,000 shares BAVP, L.P. has the right to acquire within 60 days pursuant to a warrant to purchase shares of the Issuer’s common stock.
 
(2)   The percentage is calculated based upon 30,810,304 shares of the Issuer’s common stock outstanding as adjusted pursuant to Rule 13d-3(d)(1) promulgated under the Exchange Act, as set forth in the Issuer’s most recent Quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2010, plus 13,495,000 shares of common stock issued on August 27, 2010.
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

Page 9 of 11 pages


 

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
Item 9.   Notice of Dissolution of a Group
      Not Applicable
Item 10.   Certification
      Not applicable
[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: August 27, 2010
             
BAVP, LP   SCALE VENTURE MANAGEMENT I, LLC
 
           
By:
  Scale Venture Management I, LLC,        
 
  its General Partner        
 
           
By:
  /s/ Kate Mitchell
 
Name: Kate Mitchell
  By:   /s/ Kate Mitchell
 
Name: Kate Mitchell
 
  Title: Managing Member       Title: Managing Member
 
           
By:
  /s/ Louis C. Bock
 
Name: Louis C. Bock
  By:   /s/ Kate Mitchell
 
Name: Kate Mitchell
 
           
By:
  /s/ Rory O’Driscoll
 
Name: Rory O’Driscoll
  By:   /s/ Mark Brooks
 
Name: Mark Brooks
EXHIBITS
A:   Joint Filing Agreement

Page 10 of 11 pages


 

EXHIBIT A
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Glu Mobile, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
     In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 27th day of August, 2010.
             
BAVP, LP   SCALE VENTURE MANAGEMENT I, LLC
 
           
By:
  Scale Venture Management I, LLC,        
 
  its General Partner        
 
           
By:
  /s/ Kate Mitchell
 
Name: Kate Mitchell
  By:   /s/ Kate Mitchell
 
Name: Kate Mitchell
 
  Title: Managing Member       Title: Managing Member
 
           
By:
  /s/ Louis C. Bock
 
Name: Louis C. Bock
  By:   /s/ Kate Mitchell
 
Name: Kate Mitchell
 
           
By:
  /s/ Rory O’Driscoll
 
Name: Rory O’Driscoll
  By:   /s/ Mark Brooks
 
Name: Mark Brooks

Page 11 of 11 pages

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