0001193125-13-487434.txt : 20131230 0001193125-13-487434.hdr.sgml : 20131230 20131230132159 ACCESSION NUMBER: 0001193125-13-487434 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131230 DATE AS OF CHANGE: 20131230 GROUP MEMBERS: AUGUSTUS O. TAI GROUP MEMBERS: FRED WANG GROUP MEMBERS: LAWRENCE K. ORR GROUP MEMBERS: NOEL J. FENTON GROUP MEMBERS: TRINITY TVL VIII, LLC GROUP MEMBERS: TRINITY VIII ENTREPRENEURS' FUND, L.P. GROUP MEMBERS: TRINITY VIII SIDE-BY-SIDE FUND, L.P. GROUP MEMBERS: TVL MANAGEMENT CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Viggle Inc. CENTRAL INDEX KEY: 0000725876 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 330637631 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-36516 FILM NUMBER: 131302265 BUSINESS ADDRESS: STREET 1: 902 BROADWAY STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-231-0092 MAIL ADDRESS: STREET 1: 902 BROADWAY STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: FUNCTION (X) INC. DATE OF NAME CHANGE: 20110216 FORMER COMPANY: FORMER CONFORMED NAME: GATEWAY INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19980629 FORMER COMPANY: FORMER CONFORMED NAME: GATEWAY COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trinity Ventures VIII, L.P. CENTRAL INDEX KEY: 0001425113 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 4, SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650.854.9500 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 4, SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 d651198dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

(Amendment No.     )*

 

 

Viggle Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92672V105

(CUSIP Number)

December 16, 2013

(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)

x Rule 13d-1(c)

¨ 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).

 

 

 

13G

 

CUSIP NO. 92672V105   Page 2 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Trinity TVL VIII, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x(1)

  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 shares

   6   

SHARED VOTING POWER

 

0 shares

   7   

SOLE DISPOSITIVE POWER

 

6,080,426 shares (2)

   8   

SHARED DISPOSITIVE POWER

 

0 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,080,426 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2%(3)

12  

TYPE OF REPORTING PERSON*

 

OO

 

(1) This Schedule 13G is filed by Trinity TVL VIII, LLC (“Trinity TVL VIII”), TVL Management Corporation (“TVL Management”), Trinity Ventures VIII, L.P. (“Trinity VIII”), Trinity VIII Entrepreneurs’ Fund, L.P. (“TEF VIII”), Trinity VIII Side-By-Side Fund, L.P. (“Trinity SBS VIII”), Lawrence K. Orr (“Orr”), Noel J. Fenton (“Fenton”), Fred Wang (“Wang”) and Augustus O. Tai (“Tai,” and collectively with Trinity TVL VIII, TVL Management, Trinity VIII, TEF VIII, Trinity SBS VIII, Orr, Fenton and Wang referred to herein as, the “Reporting Persons”). Trinity TVL VIII serves as the sole General Partner of Trinity VIII, TEF VIII and Trinity SBS VIII. Messrs. Orr, Fenton, Wang and Tai serve as Officers of TVL Management and Messrs. Orr, Fenton, Wang and Tai and TVL Management are Managing Members of Trinity TVL VIII. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The 6,080,426 shares of Common Stock beneficially owned by the Reporting Person represent 5,644,605 shares of Common Stock held directly by Trinity VIII, 103,972 shares of Common Stock held directly by TEF VIII and 331,849 shares of Common Stock held directly by Trinity SBS VIII.
(3) The percentage is based on 117,880,374 shares of the Issuer’s outstanding Common Stock as of December 16, 2013, as reported by the Issuer to the Reporting Person.

13G

 

CUSIP NO. 92672V105   Page 3 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Trinity Ventures VIII, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x(1)

  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 shares

   6   

SHARED VOTING POWER

 

0 shares

   7   

SOLE DISPOSITIVE POWER

 

5,644,605 shares (2)

   8   

SHARED DISPOSITIVE POWER

 

0 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,644,605 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.8%(3)

12  

TYPE OF REPORTING PERSON*

 

PN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Represents shares held directly by Trinity VIII.
(3) The percentage is based on 117,880,374 shares of the Issuer’s outstanding Common Stock as of December 16, 2013, as reported by the Issuer to the Reporting Person.

13G

 

CUSIP NO. 92672V105   Page 4 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Trinity VIII Entrepreneurs’ Fund, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x(1)

  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 shares

   6   

SHARED VOTING POWER

 

0 shares

   7   

SOLE DISPOSITIVE POWER

 

103,972 shares (2)

   8   

SHARED DISPOSITIVE POWER

 

0 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

103,972 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1%(3)

12  

TYPE OF REPORTING PERSON*

 

PN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Represents shares held directly by TEF VIII.
(3) The percentage is based on 117,880,374 shares of the Issuer’s outstanding Common Stock as of December 16, 2013, as reported by the Issuer to the Reporting Person.

13G

 

CUSIP NO. 92672V105   Page 5 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Trinity VIII Side-By-Side Fund, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x(1)

  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 shares

   6   

SHARED VOTING POWER

 

0 shares

   7   

SOLE DISPOSITIVE POWER

 

331,849 shares (2)

   8   

SHARED DISPOSITIVE POWER

 

0 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

331,849 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.3%(3)

12  

TYPE OF REPORTING PERSON*

 

PN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Represents shares held directly by Trinity SBS VIII.
(3) The percentage is based on 117,880,374 shares of the Issuer’s outstanding Common Stock as of December 16, 2013, as reported by the Issuer to the Reporting Person.

13G

 

CUSIP NO. 92672V105   Page 6 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

TVL Management Corporation

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x(1)

  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 shares

   6   

SHARED VOTING POWER

 

0 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

6,080,426 shares (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,080,426 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2%(3)

12  

TYPE OF REPORTING PERSON*

 

OO

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The 6,080,426 shares of Common Stock beneficially owned by the Reporting Person represent 5,644,605 shares of Common Stock held directly by Trinity VIII, 103,972 shares of Common Stock held directly by TEF VIII and 331,849 shares of Common Stock held directly by Trinity SBS VIII.
(3) The percentage is based on 117,880,374 shares of the Issuer’s outstanding Common Stock as of December 16, 2013, as reported by the Issuer to the Reporting Person.

13G

 

CUSIP NO. 92672V105   Page 7 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Lawrence K. Orr

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x(1)

  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 shares

   6   

SHARED VOTING POWER

 

0 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

6,080,426 shares (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,080,426 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2%(3)

12  

TYPE OF REPORTING PERSON*

 

IN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The 6,080,426 shares of Common Stock beneficially owned by the Reporting Person represent 5,644,605 shares of Common Stock held directly by Trinity VIII, 103,972 shares of Common Stock held directly by TEF VIII and 331,849 shares of Common Stock held directly by Trinity SBS VIII.
(3) The percentage is based on 117,880,374 shares of the Issuer’s outstanding Common Stock as of December 16, 2013, as reported by the Issuer to the Reporting Person.

13G

 

CUSIP NO. 92672V105   Page 8 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Noel J. Fenton

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x(1)

  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 shares

   6   

SHARED VOTING POWER

 

0 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

6,080,426 shares (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,080,426 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2%(3)

12  

TYPE OF REPORTING PERSON*

 

IN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The 6,080,426 shares of Common Stock beneficially owned by the Reporting Person represent 5,644,605 shares of Common Stock held directly by Trinity VIII, 103,972 shares of Common Stock held directly by TEF VIII and 331,849 shares of Common Stock held directly by Trinity SBS VIII.
(3) The percentage is based on 117,880,374 shares of the Issuer’s outstanding Common Stock as of December 16, 2013, as reported by the Issuer to the Reporting Person.

13G

 

CUSIP NO. 92672V105   Page 9 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Fred Wang

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x(1)

  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 shares

   6   

SHARED VOTING POWER

 

0 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

6,080,426 shares (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,080,426 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2%(3)

12  

TYPE OF REPORTING PERSON*

 

IN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The 6,080,426 shares of Common Stock beneficially owned by the Reporting Person represent 5,644,605 shares of Common Stock held directly by Trinity VIII, 103,972 shares of Common Stock held directly by TEF VIII and 331,849 shares of Common Stock held directly by Trinity SBS VIII.
(3) The percentage is based on 117,880,374 shares of the Issuer’s outstanding Common Stock as of December 16, 2013, as reported by the Issuer to the Reporting Person.

13G

 

CUSIP NO. 92672V105   Page 10 of 15 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Augustus O. Tai

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  ¨

(b)  x(1)

  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 shares

   6   

SHARED VOTING POWER

 

0 shares

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

6,080,426 shares (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,080,426 shares (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.2%(3)

12  

TYPE OF REPORTING PERSON*

 

IN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The 6,080,426 shares of Common Stock beneficially owned by the Reporting Person represent 5,644,605 shares of Common Stock held directly by Trinity VIII, 103,972 shares of Common Stock held directly by TEF VIII and 331,849 shares of Common Stock held directly by Trinity SBS VIII.
(3) The percentage is based on 117,880,374 shares of the Issuer’s outstanding Common Stock as of December 16, 2013, as reported by the Issuer to the Reporting Person.

Introductory Note: This statement on Schedule 13G is filed by the Reporting Persons with the Commission in respect of shares of Common Stock (“Common Stock”), of Viggle Inc., a Delaware corporation (the “Issuer”).

Item 1

 

(a) Name of Issuer: Viggle Inc.

 

(b) Address of Issuer’s Principal Executive Offices: 902 Broadway, 11th Floor, New York, New York 10010

Item 2

 

(a) Name of Reporting Persons Filing:

 

  1. Trinity TVL VIII, LLC (“Trinity TVL VIII”)

 

  2. Trinity Ventures VIII, L.P. (“Trinity VIII”)

 

  3. Trinity VIII Entrepreneurs’ Fund, L.P. (“TEF VIII”)

 

  4. Trinity VIII Side-By-Side Fund, L.P. (“Trinity SBS VIII”)

 

  5. TVL Management Corporation (“TVL Management”)

 

  6. Lawrence K. Orr (“Orr”)

 

  7. Noel J. Fenton (“Fenton”)

 

  8. Fred Wang (“Wang)

 

  9. Augustus O. Tai (“Tai”)

 

(b)    Address of Principal Business Office:

    c/o Trinity Ventures
   3000 Sand Hill Road, Building 4, Suite 160
   Menlo Park, CA 94025

(c)    Citizenship:

   

 

Trinity TVL VIII

    Delaware

Trinity VIII

    Delaware

TEF VIII

    Delaware

Trinity SBS VIII

    Delaware

TVL Management

    Delaware

Orr

    United States of America

Fenton

    United States of America

Wang

    United States of America

Tai

    United States of America

 

(d) Title of Class of Securities:             Common Stock

 

(e) CUSIP Number:                               92672V105

 

Item 3 Not applicable.

Item 4 Ownership.

The following information with respect to the beneficial ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 16, 2013:

 

Reporting Persons

    Shares Held
Directly (1)		      Sole
Voting
Power (2)		      Shared
Voting
Power		      Sole
Dispositive
Power (1)		      Shared
Dispositive
Power (1)		      Beneficial
Ownership (1)		      Percentage
of Class (1, 3)		  

Trinity VIII

      5,644,605         0         0         5,644,605         0         5,644,605         4.8 % 

TEF VIII

      103,972         0         0         103,972         0         103,972         0.1 % 

Trinity SBS VIII

      331,849         0         0         331,849         0         331,849         0.3 % 

Trinity TVL VIII (4)

      0         0         0         6,080,426         0         6,080,426         5.2 % 

TVL Management (4)

      0         0         0         0         6,080,426         6,080,426         5.2 % 

Orr (4)

      0         0         0         0         6,080,426         6,080,426         5.2 % 

Fenton (4)

      0         0         0         0         6,080,426         6,080,426         5.2 % 

Wang (4)

      0         0         0         0         6,080,426         6,080,426         5.2 % 

Tai (4)

      0         0         0         0         6,080,426         6,080,426         5.2 % 

 

(1) Represents shares of Common Stock of the Issuer held directly by the Reporting Person.
(2) Each of the Reporting Persons that directly hold shares of the Common Stock of the Issuer have delivered an irrevocable proxy in favor of the shares reported herein and, accordingly, do not have voting power with respect to such shares.
(3) The percentage is based on 117,880,374 shares of the Issuer’s outstanding Common Stock as of December 16, 2013, as reported by the Issuer to the Reporting Person.
(4) The shares are held directly by Trinity VIII, TEF VIII and Trinity SBS VIII. Trinity TVL VIII serves as the sole General Partner of Trinity VIII, TEF VIII and Trinity SBS VIII. Accordingly, Trinity TVL VIII has the sole power to direct the disposition of such shares. Messrs. Orr, Fenton, Wang and Tai serve as Officers of TVL Management and Messrs. Orr, Fenton, Wang and Tai and TVL Management are Managing Members of Trinity TVL VIII and may be deemed to share the power to direct the disposition of such shares.

 

Item 5 Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ¨

 

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.

Not applicable.

 

Item 8 Identification and Classification of Members of the Group.

Not applicable.

 

Item 9 Notice of Dissolution of Group.

Not applicable.

Item 10 Certification.

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, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.

 

Dated: December 30, 2013
TRINITY VENTURES VIII, L.P.
By its General Partner, Trinity TVL VIII, LLC
By:  

/s/ Lawrence K. Orr

  Lawrence K. Orr, Managing Member
TRINITY VIII SIDE-BY-SIDE FUND, L.P.
By its General Partner, Trinity TVL VIII, LLC
By:  

/s/ Lawrence K. Orr

  Lawrence K. Orr, Managing Member
TRINITY VIII ENTREPRENEURS’ FUND, L.P.
By its General Partner, Trinity TVL VIII, LLC
By:  

/s/ Lawrence K. Orr

  Lawrence K. Orr, Managing Member
TRINITY TVL VIII, LLC
By:  

/s/ Lawrence K. Orr

  Lawrence K. Orr, Managing Member
TVL MANAGEMENT CORPORATION
By:  

/s/ Lawrence K. Orr

  Lawrence K. Orr, Managing Member

/s/ Lawrence K. Orr

Lawrence K. Orr

/s/ Noel J. Fenton

Noel J. Fenton

/s/ Fred Wang

Fred Wang

/s/ Augustus O. Tai

Augustus O. Tai

Exhibit:

A: Joint Filing Statement

CUSIP No. 92672V105

    13G   

EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached statement on Schedule 13G relating to the Common Stock of Viggle Inc. is filed on behalf of each of us.

 

Dated: December 30, 2013
TRINITY VENTURES VIII, L.P.
By its General Partner, Trinity TVL VIII, LLC
By:  

/s/ Lawrence K. Orr

  Lawrence K. Orr, Managing Member
TRINITY VIII SIDE-BY-SIDE FUND, L.P.
By its General Partner, Trinity TVL VIII, LLC
By:  

/s/ Lawrence K. Orr

  Lawrence K. Orr, Managing Member
TRINITY VIII ENTREPRENEURS’ FUND, L.P.
By its General Partner, Trinity TVL VIII, LLC
By:  

/s/ Lawrence K. Orr

  Lawrence K. Orr, Managing Member
TRINITY TVL VIII, LLC
By:  

/s/ Lawrence K. Orr

  Lawrence K. Orr, Managing Member
TVL MANAGEMENT CORPORATION
By:  

/s/ Lawrence K. Orr

  Lawrence K. Orr, Managing Member

/s/ Lawrence K. Orr

Lawrence K. Orr

/s/ Noel J. Fenton

Noel J. Fenton

/s/ Fred Wang

Fred Wang

/s/ Augustus O. Tai

Augustus O. Tai