X0201 4 2004-02-06 0 0001264388 ALPHASMART INC ALSM 0001258824 SUMMIT PARTNERS LLC SUMMIT PARTNERS 222 BERKELEY ST 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001258823 SUMMIT PARTNERS V LP SUMMIT PARTNERS 222 BERKELEY ST 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001239366 CHUNG PETER Y C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLR BOSTON MA 02116 0 0 1 0 0001255672 MOHAN KEVIN P C/O SUMMIT PARTNERS 222 BERKELEY ST 18TH FL BOSTON MA 02116 0 0 1 0 0001256100 WALSH ROBERT V C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001255670 COLLINS SCOTT C C/O SUMMIT PARTNERS 222 BERKELEY ST 18TH FL BOSTON MA 02116 0 0 1 0 Common Stock 2004-02-06 4 C 0 380930 A 380930 I See note Common Stock 2004-02-06 4 S 0 380930 5.58 D 0 I See note Series A Convertible Preferred Stock 2004-02-06 4 C 0 380930 A Common Stock 380930 4319168 I See note Summit V Advisors Fund (QP), L.P. ("Advisors QP"), Summit Ventures V, L.P. ("Ventures"), Summit V Advisors Fund, L.P. ("Advisors") and Summit Companion Fund, L.P. ("Companion" and together with Advisors QP, Ventures and Advisors, the "Funds") sold, in the aggregate, 380,930 shares of the Issuer's common stock in connection with the Issuer's initial public offering. The Issuer's registration statement was declared effective by the Securities and Exchange Commission on February 5, 2004. The remaining 4,319,168 shares of Series A Convertible Preferred Stock held by the Funds will convert into common stock at the closing of the Issuer's initial public offering on February 11, 2004. Not applicable. The reporting person is the general partner of Summit Partners V, L.P., which, in turn, is the general partner of each of the Funds. As such, the reporting person may be deemed to beneficially own the shares of the Issuer owned directly by each of the Funds. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each share of Series A Convertible Preferred Stock converts into one share of the Issuer's common stock. Immediately. /s/ Stephen G. Woodsum, Attorney-in-Fact 2004-02-10