Securities and Exchange
Commission
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §
240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 1)
(Name of Issuer)
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Common Stock, $0.01 par value
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(Title of Class of Securities)
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Draper Fisher Jurvetson
2822 Sand Hill Road, Suite 150
Menlo Park, CA 94025
Attention: Chief Financial Officer
(650) 233-9000
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(Name, Address and Telephone Number of Person to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
¨
.
Note
. Schedules filed in paper format shall include a signed original and five copies of the schedule,
including all exhibits.
See
§240.13d-7 for other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting persons’ 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.
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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).
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CUSIP NUMBER 279765101
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13D
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Page
2
of 23 Pages
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1.
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Names of Reporting Persons
Draper Fisher Jurvetson Fund VIII, L.P.
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2.
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Check the Appropriate Box if a
Member of a Group (see Instructions)
(a)
x
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (see
Instructions)
WC
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e).
¨
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6.
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Citizenship or Place of
Organization – Cayman Islands
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
5,850,399*
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
5,850,399*
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
5,850,399*
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (see Instructions)
¨
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13.
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Percent of Class Represented by
Amount in Row (11)
14.25%**
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14.
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Type of Reporting Person (see
Instructions) - PN
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*
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Represents 1,197,816 shares of common stock and 4,652,583 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series
C”), assuming a Series C conversion price of $77.033 per share.
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**
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Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible
into common shares) owned solely by the reporting person.
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CUSIP NUMBER 279765101
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13D
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Page
3
of 23 Pages
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1.
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Names of Reporting Persons
Draper Fisher Jurvetson Fund VIII Partners, L.P.
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2.
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Check the Appropriate Box if a
Member of a Group (see Instructions)
(a)
x
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (see
Instructions)
WC
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e).
¨
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6.
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Citizenship or Place of
Organization – Cayman Islands
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
5,850,399*†
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
5,850,399*†
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
5,850,399*†
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (see Instructions)
¨
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13.
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Percent of Class Represented by
Amount in Row (11)
14.25%
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14.
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Type of Reporting Person (see
Instructions) - PN
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*
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Represents 1,197,816 shares of common stock and 4,652,583 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series
C”), assuming a Series C conversion price of $77.033 per share.
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**
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Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible
into common shares) owned solely by the reporting person.
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†
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All of these shares are held directly by Draper Fisher Jurvetson Fund VIII, L.P.
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CUSIP NUMBER 279765101
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13D
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Page
4
of 23 Pages
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1.
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Names of Reporting Persons
DFJ Fund VIII, Ltd.
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2.
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Check the Appropriate Box if a
Member of a Group (see Instructions)
(a)
x
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (see
Instructions)
WC
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e).
¨
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6.
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Citizenship or Place of
Organization – Cayman Islands
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
5,850,399*†
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
5,850,399*†
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
5,850,399*†
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (see Instructions)
¨
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13.
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Percent of Class Represented by
Amount in Row (11)
14.25%**
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14.
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Type of Reporting Person (see
Instructions) - OO (limited liability company)
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*
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Represents 1,197,816 shares of common stock and 4,652,583 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series
C”), assuming a Series C conversion price of $77.033 per share.
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**
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Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible
into common shares) owned solely by the reporting person.
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†
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All of these shares are owned by Draper Fisher Jurvetson Fund VIII, L.P.
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CUSIP NUMBER 279765101
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13D
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Page
5
of 23 Pages
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1.
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Names of Reporting Persons
Draper Fisher Jurvetson Partners VIII, L.L.C.
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2.
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Check the Appropriate Box if a
Member of a Group (see Instructions)
(a)
x
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (see
Instructions)
WC
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e).
¨
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6.
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Citizenship or Place of
Organization – California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
129,811*
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
129,811*
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
129,811*
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (see Instructions)
¨
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13.
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Percent of Class Represented by
Amount in Row (11)
0.37%**
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14.
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Type of Reporting Person (see
Instructions) – OO (limited liability company)
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*
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Represents 26,586 shares of common stock and 103,225 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series C”),
assuming a Series C conversion price of $77.033 per share.
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**
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Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible
into common shares) owned solely by the reporting person.
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CUSIP NUMBER 279765101
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13D
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Page
6
of 23 Pages
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1.
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Names of Reporting Persons
Draper Associates, L.P.
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2.
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Check the Appropriate Box if a
Member of a Group (see Instructions)
(a)
x
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (see
Instructions)
WC
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e).
¨
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6.
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Citizenship or Place of
Organization – California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
497,369*
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
497,369*
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
497,369*
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (see Instructions)
¨
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13.
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Percent of Class Represented by
Amount in Row (11)
1.39%**
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14.
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Type of Reporting Person (see
Instructions) - PN
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*
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Represents 84,008 shares of common stock and 413,361 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series C”),
assuming a Series C conversion price of $77.033 per share.
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**
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Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible
into common shares) owned solely by the reporting person.
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CUSIP NUMBER 279765101
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13D
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Page
7
of 23 Pages
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1.
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Names of Reporting Persons
Draper Associates, Inc.
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2.
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Check the Appropriate Box if a
Member of a Group (see Instructions)
(a)
x
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (see
Instructions)
WC
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e).
¨
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6.
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Citizenship or Place of
Organization – California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
497,369*†
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
497,369*†
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
497,369*†
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12.
|
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (see Instructions)
¨
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13.
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Percent of Class Represented by
Amount in Row (9)
1.39%**
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14.
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Type of Reporting Person (see
Instructions) - CO
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*
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Represents 84,008 shares of common stock and 413,361 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series C”),
assuming a Series C conversion price of $77.033 per share.
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**
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Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible
into common shares) owned solely by the reporting person.
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†
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All of these shares are directly held by Draper Associates, L.P.
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CUSIP NUMBER 279765101
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13D
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Page
8
of 23 Pages
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1.
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Names of Reporting Persons
Draper Associates Riskmasters Fund, LLC
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2.
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Check the Appropriate Box if a
Member of a Group (see Instructions)
(a)
x
(b)
¨
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3.
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SEC Use Only
|
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4.
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Source of Funds (see
Instructions)
WC
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e).
¨
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6.
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Citizenship or Place of
Organization – California
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
22,430
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
22,430
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
22,430
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12.
|
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (see Instructions)
¨
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13.
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Percent of Class Represented by
Amount in Row (9)
0.06%
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14.
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Type of Reporting Person (see
Instructions) – OO (limited liability company)
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CUSIP NUMBER 279765101
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13D
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Page
9
of 23 Pages
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1.
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Names of Reporting Persons
Timothy C. Draper
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2.
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Check the Appropriate Box if a
Member of a Group (see Instructions)
(a)
x
(b)
¨
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3.
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SEC Use Only
|
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4.
|
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Source of Funds (see
Instructions)
WC
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5.
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Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e).
¨
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6.
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Citizenship or Place of
Organization - United States
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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7.
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Sole Voting Power
0
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8.
|
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Shared Voting Power
6,500,009*† (See Items 2 and 4)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
6,500,009*† (See Items 2 and 4)
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
6,500,009*† (See Items 2 and
4)
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12.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (see Instructions)
¨
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13.
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Percent of Class Represented by
Amount in Row (9)
15.58%** (See Items 2 and 4)
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14.
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Type of Reporting Person (see
Instructions)
IN
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*
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Represents 1,330,840 shares of common stock and 5,169,169 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series
C”), assuming a Series C conversion price of $77.033 per share.
|
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**
|
Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible
into common shares) owned solely by the reporting person.
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†
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Of these shares, 5,850,399 shares are held directly by Draper Fisher Jurvetson Fund VIII, L.P., 129,811 shares are held directly by Draper Fisher Jurvetson Partners
VIII, L.L.C., 497,369 shares are held directly by Draper Associates L.P. and 22,430 shares are held directly by Draper Associates Riskmasters Fund, LLC.
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CUSIP NUMBER 279765101
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13D
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Page
10
of 23 Pages
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1.
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Names of Reporting Persons
John H. N. Fisher
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2.
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Check the Appropriate Box if a
Member of a Group (see Instructions)
(a)
x
(b)
¨
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3.
|
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SEC Use Only
|
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4.
|
|
Source of Funds (see
Instructions)
WC
|
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5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e).
¨
|
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6.
|
|
Citizenship or Place of
Organization – United States
|
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
5,980,210*† (See Items 2 and 4)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
5,980,210*† (See Items 2 and 4)
|
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
5,980,210*† (See Items 2 and
4)
|
|
12.
|
|
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (see Instructions)
¨
|
|
13.
|
|
Percent of Class Represented by
Amount in Row (9)
14.52%
|
|
14.
|
|
Type of Reporting Person (see
Instructions) - IN
|
|
*
|
Represents 1,224,402 shares of common stock and 4,755,808 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series
C”), assuming a Series C conversion price of $77.033 per share.
|
|
**
|
Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible
into common shares) owned solely by the reporting person.
|
|
†
|
5,850,399 of these shares are held by Draper Fisher Jurvetson Fund VIII, L.P., and 129,811 shares are held by Draper Fisher Jurvetson Partners VIII, L.L.C.
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CUSIP NUMBER 279765101
|
|
13D
|
|
Page
11
of 23 Pages
|
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|
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|
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1.
|
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Names of Reporting Persons
Steven T. Jurvetson
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2.
|
|
Check the Appropriate Box if a
Member of a Group (see Instructions)
(a)
x
(b)
¨
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Source of Funds (see
Instructions)
WC
|
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e).
¨
|
|
6.
|
|
Citizenship or Place of
Organization – United States
|
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
5,980,210*† (See Items 2 and 4)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
5,980,210*† (See Items 2 and 4)
|
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
5,980,210*† (See Items 2 and
4)
|
|
12.
|
|
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (see Instructions)
¨
|
|
13.
|
|
Percent of Class Represented by
Amount in Row (9)
14.52%** (See Items 2 and 4)
|
|
14.
|
|
Type of Reporting Person (see
Instructions) - IN
|
|
*
|
Represents 1,224,402 shares of common stock and 4,755,808 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series
C”), assuming a Series C conversion price of $77.033 per share.
|
|
**
|
Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible
into common shares) owned solely by the reporting person.
|
|
†
|
5,850,399 of these share are held by Draper Fisher Jurvetson Fund VIII, L.P., and 129,811 shares are held by Draper Fisher Jurvetson Partners VIII, L.L.C.
|
|
|
|
|
|
|
|
CUSIP NUMBER 279765101
|
|
13D
|
|
Page
12
of 23 Pages
|
|
|
|
|
|
|
|
|
|
1.
|
|
Names of Reporting Persons
Barry M. Schuler
|
|
2.
|
|
Check the Appropriate Box if a
Member of a Group (see Instructions)
(a)
x
(b)
¨
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Source of Funds (see
Instructions)
WC
|
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e).
¨
|
|
6.
|
|
Citizenship or Place of
Organization - United States
|
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
1,235,972* (See Items 2 and 4)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
1,235,972* (See Items 2 and 4)
|
|
|
10.
|
|
Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
1,235,972* (See Items 2 and
4)
|
|
12.
|
|
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (see Instructions)
¨
|
|
13.
|
|
Percent of Class Represented by
Amount in Row (9)
3.39%** (See Items 2 and 4)
|
|
14.
|
|
Type of Reporting Person (see
Instructions) - IN
|
|
*
|
Represents 247,480 shares of common stock and 988,492 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series C”),
assuming a Series C conversion price of $77.033 per share.
|
|
**
|
Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible
into common shares) owned solely by the reporting person.
|
|
|
|
|
|
|
|
CUSIP NUMBER 279765101
|
|
13D
|
|
Page
13
of 23 Pages
|
|
|
|
|
|
|
|
|
|
1.
|
|
Names of Reporting Persons
The Meteor Group, LLC
|
|
2.
|
|
Check the Appropriate Box if a
Member of a Group (see Instructions)
(a)
x
(b)
¨
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Source of Funds (see
Instructions)
WC
|
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e).
¨
|
|
6.
|
|
Citizenship or Place of
Organization - United States
|
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
|
8.
|
|
Shared Voting Power
1,235,972* (See Items 2 and 4)
|
|
|
9.
|
|
Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
1,235,972* (See Items 2 and 4)
|
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
1,235,972* (See Items 2 and
4)
|
|
12.
|
|
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (see Instructions)
¨
|
|
13.
|
|
Percent of Class Represented by
Amount in Row (9)
3.39%** (See Items 2 and 4)
|
|
14.
|
|
Type of Reporting Person (see
Instructions) – OO (limited liability company)
|
|
*
|
Represents 247,480 shares of common stock and 988,492 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock (“Series C”),
assuming a Series C conversion price of $77.033 per share.
|
|
**
|
Percentage share ownership has been calculated based on the number of outstanding common shares and the number of outstanding Series C shares (which are convertible
into common shares) owned solely by the reporting person.
|
|
|
|
|
|
|
|
CUSIP NUMBER 279765101
|
|
13D
|
|
Page
14
of 23 Pages
|
|
Item 1.
|
Security and Issuer
|
The
class of equity securities to which this Schedule related is the common stock, par value $0.01 per share, (the “
Common Stock
”) of Edgar Online, Inc. (the “
Issuer
”). The principal executive office of the Issuer is
located at 50 Washington Street, Norwalk, CT 06864.
|
Item 2.
|
Identity and Background
|
(a),
(c) and (f)
This Schedule is being filed by:
(i) Draper Fisher Jurvetson Fund VIII, L.P., a Cayman Islands exempted limited partnership (“
Fund VIII
”).
(ii) Draper Fisher Jurvetson Fund VIII Partners, L.P., a Cayman Islands exempted limited partnership (“
Fund VIII Partners
”), and an affiliate of Fund VIII and is the general partner of
Fund VIII.
(iii) DFJ Fund VIII, Ltd., is a Cayman Islands exempted limited liablity company (“
Fund VIII, Ltd
.”) and an
affiliate of Fund VIII and is the general partner to Fund VIII Partners. Messrs. Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson are the managing directors. Messrs. Draper, Fisher and Jurvetson exercise shared voting and investment
powers over the shares held by Fund VIII, Ltd. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership except to the extent of any pecuniary interest therein.
(iv) Draper Fisher Jurvetson Partners VIII, L.L.C., is a California limited liability company (“
Partners VIII, LLC
”), and an affiliate of Fund VIII. Messrs. Timothy C. Draper, John H.N.
Fisher and Stephen T. Jurvetson are managing members and disclaim beneficial ownership except to the extent of any pecuniary interest therein. Decisions with respect to Partners VIII, LLC are made automatically in conjunction with decisions by Fund
VIII.
(v) Draper Associates, L.P., is a California limited partnership (“
Draper Associates, L.P
.”)
(vi) Draper Associates, Inc., a California corporation (“
Draper Associates, Inc
.”) is the general partner of Draper Associates, L.P.
Mr. Draper is President and majority shareholder of Draper Associates, Inc. and has sole voting and investment power with respect to the shares held by Draper Associates, Inc. Mr. Draper disclaims beneficial ownership except to the extent
of his pecuniary interest therein.
(vii) Draper Associates Riskmasters Fund, LLC, is a California limited liability company
(“
DARF
”). Mr. Draper is the sole manager of DARF and he disclaims beneficial ownership of the shares held by DARF except to the extent of his pecuniary interest therein.
(viii) Timothy C. Draper, a United States citizen, is a managing director of Fund VIII, Fund VIII Partners and Fund VIII, Ltd. and managing member of Partners VIII, LLC.
|
|
|
|
|
|
|
CUSIP NUMBER 279765101
|
|
13D
|
|
Page
15
of 23 Pages
|
(ix) John H. N. Fisher, a United States citizen, is a managing director of Fund VIII, Fund VIII Partners and Fund VIII, Ltd. and managing member of Partners VIII, LLC.
(x) Stephen T. Jurvetson, a United States citizen, is a managing director of Fund VIII, Fund VIII Partners and Fund VIII, Ltd. and managing member of
Partners VIII, LLC.
(xi) Barry Schuler, a United States citizen, is the designee of Fund VIII to the Board of Directors of the Issuer.
Mr. Schuler’s shares are held by The Meteor Group, LLC, a California limited liability company (“Meteor”). Mr. Schuler is the Managing Member of Meteor and has sole investment and voting power with respect to the shares held
by Meteor. Mr. Schuler disclaims beneficial ownership of the shares held by Meteor except to the extent of his pecuniary interest therein.
Each of the foregoing is referred to as a “
Reporting Person
” and collectively as the “
Reporting Persons
”.
(b)
The address of the principal business office of Draper Fisher
Jurvetson Fund VIII, L.P., Draper Fisher Jurvetson Fund VIII Partners, L.P., DFJ Fund VIII, Ltd., Draper Fisher Jurvetson Partners VIII, L.L.C., Draper Associates L.P., Draper Associates, Inc., Draper Associates Riskmasters Fund, LLC, Timothy C.
Draper, John H. N. Fisher, Stephen T. Jurvetson, Barry M. Schuler and The Meteor Group, LLC is 2882 Sand Hill Road, Suite 150, Menlo Park, CA 94025.
(d)-(e)
During the last five years, none of the Reporting Persons have
nor, to the best of their knowledge, have any of the directors, executive officers, control persons, general partners or members of such Reporting Persons (i) been convicted in any criminal proceeding or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Not applicable. See Item 4.
|
Item 4.
|
Purpose of the Transaction
|
This Schedule is being filed to report, also as of December 31, 2011, the change in ownership of the Reporting Persons as a result of
the automatic adjustment to the conversion ratio for the Series C Preferred Stock, based on the cumulative paid-in-kind divided holders of Series C deferred stock are entitled to.
Except as described above in this Item 4 and herein, the Reporting Persons do not currently have any specific plans or proposals
that relate to or would result in any of the actions
|
|
|
|
|
|
|
CUSIP NUMBER 279765101
|
|
13D
|
|
Page
16
of 23 Pages
|
or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. See Item 6 for a discussion of certain provisions set forth in the Certificate of Designation for the
Series C Preferred Stock. The Reporting Persons reserve the right to change plans and take any and all actions that the Reporting Persons may deem appropriate to maximize the value of their investment, including, among other things, purchasing or
otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the company beneficially owned by them, in each case in the open market or in a privately negotiated transactions or formulating other plans
or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Persons in light of their general investment policies, market conditions, subsequent developments affecting the issuer and the general business and
future prospects of the issuer. The Reporting Persons may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.
|
Item 5.
|
Interest in Securities of the Issuer
|
The aggregate percentage of shares of Common Stock reported owned by each Reporting Person is based upon 35,215,078 shares of Common Stock outstanding, as of November 10, 2011, which is the
total number of shares of Common Stock outstanding as reported to the Reporting Persons by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 10, 2011.
Draper Fisher Jurvetson Fund VIII, L.P.
|
(a)
|
Amount Beneficially owned: 5,850,399
Percent of Class: 14.25%
|
|
(b)
|
Number of shares owned to which such person has:
|
|
|
1.
|
sole power to vote or to direct the vote: 0
|
|
|
2.
|
shared power to vote or to direct the vote: 5,850,399
|
|
|
3.
|
sole power to dispose or to direct the disposition of: 0
|
|
|
4.
|
shared power to dispose or to direct the disposition of: 5,850,399
|
Draper
Fisher Jurvetson Fund VIII Partners, L.P.
|
(a)
|
Amount Beneficially owned: 5,850,399
Percent of Class: 14.25%
|
|
(b)
|
Number of shares owned to which such person has:
|
|
|
1.
|
sole power to vote or to direct the vote: 0
|
|
|
2.
|
shared power to vote or to direct the vote: 5,850,399
|
|
|
3.
|
sole power to dispose or to direct the disposition of: 0
|
|
|
4.
|
shared power to dispose or to direct the disposition of: 5,850,399
|
|
|
|
|
|
|
|
CUSIP NUMBER 279765101
|
|
13D
|
|
Page
17
of 23 Pages
|
DFJ Fund VIII, Ltd.
|
(a)
|
Amount Beneficially owned: 5,850,399
Percent of Class: 14.25%
|
|
(b)
|
Number of shares owned to which such person has:
|
|
|
1.
|
sole power to vote or to direct the vote: 0
|
|
|
2.
|
shared power to vote or to direct the vote: 5,850,399
|
|
|
3.
|
sole power to dispose or to direct the disposition of: 0
|
|
|
4.
|
shared power to dispose or to direct the disposition of: 5,850,399
|
Draper
Fisher Jurvetson Partners VIII, L.L.C.
|
(a)
|
Amount Beneficially owned: 129,811
Percent of Class: 0.37%
|
|
(b)
|
Number of shares owned to which such person has:
|
|
|
1.
|
sole power to vote or to direct the vote: 0
|
|
|
2.
|
shared power to vote or to direct the vote: 129,811
|
|
|
3.
|
sole power to dispose or to direct the disposition of: 0
|
|
|
4.
|
shared power to dispose or to direct the disposition of: 129,811
|
Draper
Associates, L.P.
|
(a)
|
Amount Beneficially owned: 497,369
Percent of Class: 1.39%
|
|
(b)
|
Number of shares owned to which such person has:
|
|
|
1.
|
sole power to vote or to direct the vote: 0
|
|
|
2.
|
shared power to vote or to direct the vote: 497,369
|
|
|
3.
|
sole power to dispose or to direct the disposition of: 0
|
|
|
4.
|
shared power to dispose or to direct the disposition of: 497,369
|
|
|
|
|
|
|
|
CUSIP NUMBER 279765101
|
|
13D
|
|
Page
18
of 23 Pages
|
Draper Associates, Inc.
|
(a)
|
Amount Beneficially owned: 497,369
Percent of Class: 1.39%
|
|
(b)
|
Number of shares owned to which such person has:
|
|
|
1.
|
sole power to vote or to direct the vote: 0
|
|
|
2.
|
shared power to vote or to direct the vote: 497,369
|
|
|
3.
|
sole power to dispose or to direct the disposition of: 0
|
|
|
4.
|
shared power to dispose or to direct the disposition of: 497,369
|
Draper
Associates Riskmasters Fund, LLC
|
(a)
|
Amount Beneficially owned: 22,430
Percent of Class: 0.06%
|
|
(b)
|
Number of shares owned to which such person has:
|
|
|
1.
|
sole power to vote or to direct the vote: 0
|
|
|
2.
|
shared power to vote or to direct the vote: 22,430
|
|
|
3.
|
sole power to dispose or to direct the disposition of: 0
|
|
|
4.
|
shared power to dispose or to direct the disposition of: 22,430
|
Timothy C.
Draper
|
(a)
|
Amount Beneficially owned: 6,477,579 Percent of
Class: 15.54%
|
|
(b)
|
Number of shares owned to which such person has:
|
|
|
1.
|
sole power to vote or to direct the vote: 0
|
|
|
2.
|
shared power to vote or to direct the vote: 6,477,579
|
|
|
3.
|
sole power to dispose or to direct the disposition of: 0
|
|
|
4.
|
shared power to dispose or to direct the disposition of: 6,477,579
|
|
|
|
|
|
|
|
CUSIP NUMBER 279765101
|
|
13D
|
|
Page
19
of 23 Pages
|
John H. N. Fisher
|
(a)
|
Amount Beneficially owned: 5,980,210 Percent of
Class: 14.52%
|
|
(b)
|
Number of shares owned to which such person has:
|
|
|
1.
|
sole power to vote or to direct the vote: 0
|
|
|
2.
|
shared power to vote or to direct the vote: 5,980,210
|
|
|
3.
|
sole power to dispose or to direct the disposition of: 0
|
|
|
4.
|
shared power to dispose or to direct the disposition of: 5,980,210
|
Stephen T.
Jurvetson
|
(a)
|
Amount Beneficially owned: 5,980,210 Percent of
Class: 14.52%
|
|
(b)
|
Number of shares owned to which such person has:
|
|
|
1.
|
sole power to vote or to direct the vote: 0
|
|
|
2.
|
shared power to vote or to direct the vote: 5,980,210
|
|
|
3.
|
sole power to dispose or to direct the disposition of: 0
|
|
|
4.
|
shared power to dispose or to direct the disposition of: 5,980,210
|
Barry M.
Schuler
|
(a)
|
Amount Beneficially owned: 1,235,972 Percent of
Class: 3.39%
|
|
(b)
|
Number of shares owned to which such person has:
|
|
|
1.
|
sole power to vote or to direct the vote: 1,235,972
|
|
|
2.
|
shared power to vote or to direct the vote: 0
|
|
|
3.
|
sole power to dispose or to direct the disposition of: 1,235,972
|
|
|
4.
|
shared power to dispose or to direct the disposition of: 0
|
|
|
|
|
|
|
|
CUSIP NUMBER 279765101
|
|
13D
|
|
Page
20
of 23 Pages
|
The Meteor Group, LLC
|
(a)
|
Amount Beneficially owned: 1,235,972 Percent of
Class: 3.39%
|
|
(b)
|
Number of shares owned to which such person has:
|
|
|
1.
|
sole power to vote or to direct the vote: 0
|
|
|
2.
|
shared power to vote or to direct the vote: 1,235,972
|
|
|
3.
|
sole power to dispose or to direct the disposition of: 0
|
|
|
4.
|
shared power to dispose or to direct the disposition of: 1,235,972
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Except as described herein or in other amendments to the 13D, there are no contracts, arrangements, understandings or relationships (legal
or otherwise) between the Reporting Persons named in Item 2 hereof and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any other securities, finder’s fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. In connection with the Merger, the Issuer filed a Certificate of Designation of Series C Preferred Stock (the
“Certificate”) setting forth the rights, preferences and privileges of the Series C Preferred Stock. Pursuant to the Certificate, the holders of a majority of the outstanding shares of Series C Preferred Stock have the right to designate
one individual to serve on the Board of Directors of the Issuer. The DFJ Entities own 15.46% of the outstanding Series C Preferred Stock. The DFJ Entities have designated Barry Schuler to serve as its representative. The Certificate grants the
holder of Series C Preferred Stock (together with the holders of Series B Preferred Stock) additional protective rights, including but not limited to, a vote with other Preferred Stock on (i) the issuance of securities ranking
pari passu
with, or senior to the Series C Preferred Stock; (ii) amendments to the Issuer’s charter documents; (iii) entering into certain mergers or other reorganization transactions; and (iv) sales of Issuer assets. In addition, the
holders of Series C Preferred Stock have a separate series vote on any (i) increase or decrease in the authorized shares of Series C Preferred Stock; and (ii) any action which affects the rights, preferences and privileges of the Series C
Preferred Stock differently from the Series B Preferred Stock. The holders of Series C Preferred Stock also have a preference in the receipt of proceeds from a liquidation of the Issuer and certain redemption rights, including redemption rights
after a change in control of the Issuer.
|
|
|
|
|
|
|
CUSIP NUMBER 279765101
|
|
13D
|
|
Page
21
of 23 Pages
|
Item 7. Material to be Filed as Exhibits.
|
|
|
|
|
|
|
|
Exhibit 99.1
|
|
Joint Filing Agreement, by and among the Reporting Persons, dated February 7, 2012.
|
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: February 7, 2012
|
|
|
|
|
Draper Fisher Jurvetson Fund VIII, L.P.
|
|
|
|
|
By:
|
|
Draper Fisher Jurvetson Fund VIII Partners,
L.P. (general partner)
|
|
|
|
|
By:
|
|
DFJ Fund VIII, Ltd., its general partner
|
|
|
|
|
By:
|
|
/s/ Timothy C. Draper
|
|
Name:
|
|
Timothy C. Draper
|
|
Title:
|
|
Managing Director
|
|
|
|
Draper Fisher Jurvetson Fund VIII Partners, L.P.
|
|
|
|
|
By:
|
|
DFJ Fund VIII, Ltd., its general partner
|
|
|
|
|
By:
|
|
/s/ Timothy C. Draper
|
|
Name:
|
|
Timothy C. Draper
|
|
Title:
|
|
Managing Director
|
|
|
|
DFJ Fund VIII, Ltd.
|
|
|
|
|
By:
|
|
/s/ Timothy C. Draper
|
|
Name:
|
|
Timothy C. Draper
|
|
Title:
|
|
Managing Director
|
|
|
|
Draper Fisher Jurvetson Partners VIII, L.L.C.
|
|
|
|
|
By:
|
|
/s/ Timothy C. Draper
|
|
Name:
|
|
Timothy C. Draper
|
|
Title:
|
|
Managing Member
|
|
|
|
|
|
|
|
CUSIP NUMBER 279765101
|
|
13D
|
|
Page
22
of 23 Pages
|
|
|
|
|
|
Draper Associates, L.P.
|
|
By:
|
|
Draper Associates, Inc. (its general partner)
|
|
|
|
|
By:
|
|
/s/ Timothy C. Draper
|
|
Name: Timothy C. Draper
|
|
Title: President
|
|
|
|
Draper Associates, Inc
.
|
|
|
|
|
By:
|
|
/s/ Timothy C. Draper
|
|
Name:
|
|
Timothy C. Draper
|
|
Title:
|
|
President
|
|
|
|
Draper Associates Riskmasters Fund, LLC
|
|
|
|
|
By:
|
|
/s/ Timothy C. Draper
|
|
Name:
|
|
Timothy C. Draper
|
|
Title:
|
|
Manager
|
|
|
|
/s/ Timothy C. Draper
|
|
Timothy C. Draper
|
|
|
|
/s/ John H. N. Fisher
|
|
John H. N. Fisher
|
|
|
|
/s/ Stephen T. Jurvetson
|
|
Stephen T. Jurvetson
|
|
|
|
/s/ Barry M. Schuler
|
|
Barry M. Schuler
|
|
|
|
|
|
|
|
CUSIP NUMBER 279765101
|
|
13D
|
|
Page
23
of 23 Pages
|
|
|
|
|
|
|
|
The Meteor Group, LLC
|
|
|
|
|
By:
|
|
/s/ Barry M. Schuler
|
|
Name:
|
|
Barry M. Schuler
|
|
Title:
|
|
General Manager
|
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