X0202 4 2004-10-27 0 0001217688 FOXHOLLOW TECHNOLOGIES, INC. FOXH 0001305827 De Novo (Q) Ventures I, LP 1550 EL CAMINO REAL SUITE 150 MENLO PARK CA 94025 1 0 1 0 0001305829 De Novo Management, LLC 1550 EL CAMINO REAL SUITE 150 MENLO PARK CA 94025 1 0 1 0 0001007708 SIMPSON JOHN B PH D MD C/O FOXHOLLOW TECHNOLOGIES, INC. 740 BAY ROAD REDWOOD CITY CA 94063 1 0 1 0 0001034413 FERRARI RICHARD M C/O DE NOVO VENTURES 1550 E1 CAMINO REAL, SUITE 150 MENLO PARK CA 94025 1 0 0 0 Series D Convertible Preferred Stock Warrant (Right to Buy) 3.04 2004-10-27 4 X 0 27091 D 2003-01-24 2009-11-05 Series D Convertible Preferred Stock 27091 0 D Series D Convertible Preferred Stock 2004-10-27 4 X 0 27091 A Common Stock 27091 1119641 D Series D Convertible Preferred Stock 2004-10-27 4 F 0 5883 D Common Stock 5883 1119641 D These securities are owned directly by De Novo (Q) Ventures I, L.P., and indirectly by (i) De Novo Management, L.L.C., as general partner of De Novo (Q) Ventures I, L.P. and (ii) Richard M. Ferrari and John B. Simpson, as managing directors of De Novo Management, L.L.C. De Novo Management, L.L.C., Mr. Ferrari and Dr. Simpson disclaim beneficial ownership of these securities except to the extent of their pecuniary interests therein. Pursuant to the terms of the Warrant Agreement, upon surrender of the warrant to purchase 27,091 shares of Series D Convertible Preferred Stock, the Issuer delivered to De Novo (Q) Ventures I, L.P. (without payment by De Novo (Q) Ventures I, L.P. of any exercise price or any cash or other consideration) 21,208 shares of Series D Convertible Preferred Stock, which number of shares is equal to the quotient obtained by dividing (x) the value of the warrant on October 27, 2004 (the "Exercise Date"), which value was determined by subtracting (A) the aggregate exercise price of the warrant shares immediately prior to the exercise of the warrant using an exercise price of $3.04 per share from (B) the aggregate fair market value of the warrant shares issuable upon exercise of the warrant on the Exercise Date using a fair market value price of $14.00 per share, by (y) $14.00, the fair market value of one share of the Issuer's Series D Convertible Preferred Stock on the Exercise Date. Immediately N/A The reporting persons own an aggregate of 1,119,641 shares of Series D Convertible Preferred Stock following the reported transactions. In addition, Dr. Simpson indirectly owns the following shares of Series D Convertible Preferred Stock: (i) 328,954 shares held by the John David Simpson Trust II, (ii) 2,808,476 shares held by the Simpson Family Trust, (iii) 16,447 shares held by Fox Hollow, L.P., (iv) 48,793 shares held by Dr. Simpson's spouse, (v) 250,000 shares held by the Rita Lynn Simpson Annuity Trust and (vi) 250,000 shares held by the John B. Simpson Annuity Trust. De Novo (Q) Ventures I, L.P., De Novo Management, L.L.C. and Mr. Ferrari disclaim beneficial ownership of the shares referenced in (i)-(vi), and the filing of this report is not an admission that such reporting persons are the beneficial owners of these securities for purposes of Section 16 or for any other purpose. This report is filed jointly by De Novo (Q) Ventures I, L.P., De Novo Management, L.L.C., Mr. Ferrari and Dr. Simpson. De Novo (Q) Ventures I, L.P. also may be deemed a director by virtue of its right, together with the right of De Novo Ventures I, L.P. (collectively, "De Novo Ventures"), to nominate a representative to serve on the Issuer's Board of Directors. De Novo Ventures' right to nominate a representative to serve on the Issuer's Board of Directors will terminate upon the closing of the Issuer's initial public offering. Mr. Ferrari currently serves as De Novo Ventures' representative on the Issuer's Board of Directors. Exhibit List: Exhibit 99 - Joint Filer Information /s/ Kenneth Pereira, For De Novo Management, L.L.C as general partner of De Novo (Q) Ventures I, L.P. 2004-10-29