- Amended Statement of Ownership (SC 13G/A)
February 05 2010 - 2:26PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Glu
Mobile, Inc.
(Name
of Issuer)
Common Stock,
$.0001 par value per share
(Title
of Class of Securities)
379890106
(CUSIP
Number)
December 31,
2009
(Date
of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
o
Rule
13d-1(c)
x
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 the
disclosures provided in a prior cover page.
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
).
CUSIP
No.
379890106
|
13G
|
Page 2 of
19
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New
Enterprise Associates 10, Limited Partnership
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
4,794,443
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.8%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP
No.
379890106
|
13G
|
Page 3 of
19
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NEA
Partners 10, Limited Partnership
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.8%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP
No.
379890106
|
13G
|
Page 4 of
19
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.8%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
379890106
|
13G
|
Page 5 of
19
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.8%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
379890106
|
13G
|
Page 6 of
19
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.8%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
379890106
|
13G
|
Page 7 of
19
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.8%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
379890106
|
13G
|
Page 8 of
19
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.8%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
379890106
|
13G
|
Page 9 of
19
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.8%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
379890106
|
13G
|
Page 10 of
19
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
|
5
|
SOLE
VOTING POWER
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.8%
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
379890106
|
13G
|
Page 11 of
19
|
Item
1(a).
|
Name
of Issuer
:
Glu Mobile
Inc.
|
Item
1(b).
|
Address of Issuer’s
Principal Executive Offices
:
2207
Bridgepointe Parkway, Suite 250 San Mateo, California
94404.
|
Item 2(a).
|
Names
of Persons Filing
:
New
Enterprise Associates 10, Limited Partnership (“NEA 10”);
NEA Partners 10, Limited Partnership, which is the sole general
partner of NEA 10 (“NEA Partners 10”); M. James Barrett (“Barrett”),
Peter J. Barris (“Barris”), C. Richard Kramlich (“Kramlich”), Charles
W. Newhall III (“Newhall”), Mark W. Perry (“Perry”), Scott D. Sandell
(“Sandell”) and Eugene A. Trainor III (“Trainor”) (collectively, the
“Individual General Partners”) who are the individual general partners of
NEA Partners 10. The persons named in this paragraph are
referred to individually herein as a “Reporting Person” and collectively
as the “Reporting Persons.”
|
Item 2(b).
|
Address
of Principal Business Office or, if None, Residence
:
The address of the
principal business office of NEA 10, NEA Partners 10, Newhall and Trainor
is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium,
MD 21093. The address of the principal business office of
Kramlich, Perry and Sandell is New Enterprise Associates, 2855 Sand Hill
Road, Menlo Park, California 94025. The address of the
principal business office of Barris and Barrett is New Enterprise
Associates, 5425 Wisconsin Ave., Suite 800, Chevy Chase, MD
20815.
|
Item 2(c).
|
Citizenship
:
NEA 10 and
the NEA Partners 10 are limited partnerships organized under the laws of
the State of Delaware. Each of the Individual General Partners
is a United States citizen.
|
Item 2(d).
|
Title
of Class of Securities
:
Common
Stock, $.0001 par value (“Common
Stock”).
|
Item 2(e).
|
CUSIP
Number
:
379890106.
|
Item3.
|
If this statement is
filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person
filing is a:
|
|
(a)
|
Amount
Beneficially Owned: NEA 10 is the record owner of 4,794,443
shares of Common Stock as of December 31, 2009 (the “NEA 10
Shares”). As the sole general partner of NEA 10, NEA Partners
10 may be deemed to own beneficially the NEA 10 Shares. As the
individual general partners of NEA Partners 10, the sole general partner
of NEA 10, each of the Individual General Partners may also be deemed to
own beneficially NEA 10
Shares.
|
|
(b)
|
Percent
of Class: See Line 11 of cover sheets. The percentages set
forth on the cover sheets for each Reporting Person are calculated based
on 30,301,983 shares of Common Stock reported by the Issuer to be
outstanding as of October 31, 2009 on Form 10-Q filed with the Securities
and Exchange Commission on November 9,
2009.
|
|
(c)
|
Number
of shares as to which such person
has:
|
CUSIP
No.
379890106
|
13G
|
Page 12 of
19
|
|
(i)
|
sole
power to vote or to direct the vote: See Line 5 of cover
sheets.
|
|
(ii)
|
shared
power to vote or to direct the vote: See Line 6 of cover
sheets.
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: See Line 7 of
cover sheets.
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: See Line 8 of cover
sheets.
|
|
Each
Reporting Person disclaims beneficial ownership of such shares of Common
Stock except for the shares, if any, such Reporting Person holds of
record.
|
Item
5.
|
Ownership of Five
Percent or Less of a Class
.
Not
applicable.
|
Item
6.
|
Ownership of More than
Five Percent on Behalf of Another Person
.
Not applicable.
|
Item7.
|
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. The Reporting Persons expressly disclaim membership
in a “group” as used in
Rule 13d-5(b).
|
Item
9.
|
Notice of Dissolution
of Group
.
|
Item
10.
|
Certification
.
Not
applicable. This Amendment No. 1 to Schedule 13G is not
filed pursuant to Rule 13d-1(b) or Rule
13d–1(c).
|
CUSIP
No.
379890106
|
13G
|
Page 13 of
19
|
After
reasonable inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February
5, 2010
NEW
ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP
By:
|
NEA
PARTNERS 10, LIMITED PARTNERSHIP
|
|
By:
|
*
Charles
W. Newhall III
General
Partner
|
NEA
PARTNERS 10, LIMITED PARTNERSHIP
By:
|
*
Charles
W. Newhall III
General
Partner
|
CUSIP
No.
379890106
|
13G
|
Page 14 of
19
|
|
*By: /s/ Shawn Conway
Shawn
Conway
As
attorney-in-fact
|
This
Amendment No. 1 to Schedule 13G was executed by Shawn Conway on behalf of
the individuals listed above pursuant to a Power of Attorney, a copy of which is
attached as Exhibit 2.
CUSIP
No.
379890106
|
13G
|
Page 15 of
19
|
EXHIBIT
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, the undersigned hereby agree that only one
statement containing the information required by Schedule 13G need be filed
with respect to the ownership by each of the undersigned of shares of stock of
Glu Mobile Inc.
EXECUTED this 5
th
day
of February, 2010.
NEW
ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP
By:
|
NEA
PARTNERS 10, LIMITED PARTNERSHIP
|
|
By:
|
*
Charles
W. Newhall III
General
Partner
|
NEA
PARTNERS 10, LIMITED PARTNERSHIP
By:
|
*
Charles
W. Newhall III
General
Partner
|
CUSIP
No.
379890106
|
13G
|
Page 16 of
19
|
|
*By: /s/ Shawn Conway
Shawn
Conway
As
attorney-in-fact
|
This
Agreement was executed by Shawn Conway on behalf of the individuals listed above
pursuant to a Power of Attorney, a copy of which is attached as Exhibit
2.
CUSIP
No.
379890106
|
13G
|
Page 17 of
19
|
EXHIBIT
2
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that
the undersigned hereby constitutes and appoints Charles W. Newhall III,
Louis S. Citron, Eugene A. Trainor III, Timothy Schaller and Shawn Conway,
and each of them, with full power to act without the others, his true and lawful
attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a direct or indirect general partner, director, officer or manager
of any partnership, corporation or limited liability company, pursuant to
section 13 or 16 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and any and all regulations promulgated thereunder, and to file
the same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, and with any other
entity when and if such is mandated by the Exchange Act or by the Financial
Industry Regulatory Authority, granting unto said attorney-in-fact full power
and authority to do and perform each and every act and thing necessary,
desirable or appropriate, fully to all intents and purposes as he might or could
do in person, thereby ratifying and confirming all that said attorney-in-fact,
or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, this Power of
Attorney has been signed as of the 4
th
day
of May, 2009.
|
/s/ M. James Barrett
M.
James Barrett
/s/ Peter J. Barris
Peter
J. Barris
/s/ Forest Baskett
Forest
Baskett
/s/ Rohini
Chakravarthy
Rohini
Chakravarthy
/s/ Patrick Chung
Patrick
Chung
/s/ Ryan Drant
Ryan
Drant
/s/ Shawn Conway
Shawn
Conway
/s/ Anthony A. Florence
Anthony
A. Florence
/s/ Robert Garland
Robert
Garland
/s/ Paul Hsiao
Paul
Hsiao
|
CUSIP
No.
379890106
|
13G
|
Page 18 of
19
|
|
/s/ Patrick J. Kerins
Patrick
J. Kerins
/s/ Suzanne King
Suzanne
King
/s/ Krishna S. Kolluri
Krishna
S. Kolluri
/s/ C. Richard Kramlich
C.
Richard Kramlich
/s/ Charles M. Linehan
Charles
M. Linehan
/s/ Edward Mathers
Edward
Mathers
/s/ David M. Mott
David
M. Mott
/s/ John M. Nehra
John
M. Nehra
/s/ Charles W. Newhall III
Charles
W. Newhall III
/s/ Jason R. Nunn
Jason
R. Nunn
/s/ Mark W. Perry
Mark
W. Perry
/s/ Jon Sakoda
Jon
Sakoda
/s/ Scott D. Sandell
|
CUSIP
No.
379890106
|
13G
|
Page 19 of
19
|
|
/s/ A. Brooke Seawell
A.
Brooke Seawell
/s/ Eugene A. Trainor III
Eugene
A. Trainor III
/s/ Ravi Viswanathan
Ravi
Viswanathan
/s/ Paul E. Walker
Paul
E. Walker
/s/ Harry Weller
Harry
Weller
|
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