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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
Jive Software, Inc. [ JIVE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/12/2013 | J(1) | 3,213,081 | D | (1) | 12,852,325 | I | By Sequoia III(2) | ||
Common Stock | 03/12/2013 | J(1) | 27,634 | D | (1) | 110,534 | I | By Sequoia Partners(3) | ||
Common Stock | 03/12/2013 | J(1) | 149,332 | D | (1) | 597,327 | I | By Sequoia Principals(4) | ||
Common Stock | 03/12/2013 | J(5) | 82,451 | A | (1) | 82,451 | D | |||
Common Stock | 03/12/2013 | J(5) | 1,335 | A | (1) | 83,786 | D | |||
Common Stock | 03/12/2013 | J(5) | 890 | A | (1) | 890 | I | By the Goetz Children's Trust 4/24/1998(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Represents a pro rata in-kind distribution of Common Stock of the Issuer to partners or members and includes subsequent distributions by general partners or managing members to their respective partners or members. |
2. Shares held directly by Sequoia Capital Growth Fund III, L.P., ("Sequoia III"). The Reporting Person is a Managing Member of SCGF III Management, LLC, the general partner of Sequoia III, and may be deemed to share voting and dispositive power with respect to the shares held by Sequoia III. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
3. Shares held directly by Sequoia Capital Growth Partners III, L.P., ("Sequoia Partners"). The Reporting Person is a Managing Member of SCGF III Management, LLC, the general partner of Sequoia Partners, and may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Partners. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
4. Shares held directly by Sequoia Capital Growth III Principals Fund LLC, ("Sequoia Principals"). The Reporting Person is a Managing Member of SCGF III Management, LLC, the managing member of Sequoia Principals, and may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Principals. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
5. Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnotes (2), (3) and (4) above as follows: (i) 82,452 shares from Sequoia III to the Reporting Person; (ii) 1,335 shares from Sequoia Principals to the Reporting Person; and (iii) 890 shares from Sequoia Principals to the Goetz Children's Trust 4/24/1998. |
6. Shares held by The Goetz Children's Trust 4/24/1998. The reporting person may be deemed to beneficially own the shares held by The Goetz Children's Trust 4/24/1998. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. |
/s/ Melinda Dunn, by power of attorney for James J. Goetz | 03/13/2013 | |
** 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. |