Amended Statement of Ownership (sc 13g/a)
February 13 2013 - 3:41PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W
ASHINGTON
, D.C. 20549
SCHEDULE
13G/A
U
NDER
THE
S
ECURITIES
E
XCHANGE
A
CT
OF
1934
(Amendment No. 3)*
Glu Mobile, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
379890106
(CUSIP Number)
12/31/12
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
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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).
Page 1 of 9
pages
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1.
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Name of Reporting Persons
I.R.S. Identification
No(s). of above person(s) (entities only)
BAVP, LP
94-3359700
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
2,097,965(1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
2,097,965(1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,097,965(1)
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by
Amount in Row (9)
3.2%
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12.
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Type of Reporting Person (See
Instructions)
PN
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1.
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Includes 375,000 shares BAVP, LP has the right to acquire within 60 days pursuant to a warrant to purchase shares of the Issuers common stock.
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Page 2 of 9
pages
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1.
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Name of Reporting Persons
I.R.S. Identification
No(s). of above person(s) (entities only)
Scale Venture Management I, LLC
94-3358904
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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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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5.
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Sole Voting Power
2,097,965(1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
2,097,965(1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,097,965(1)
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by
Amount in Row (9)
3.2%
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12.
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Type of Reporting Person (See
Instructions)
CO
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1.
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Shares are held by BAVP, LP. Scale Venture Management I, LLC is the general partner of BAVP, LP. Includes 375,000 shares BAVP, LP has the right to acquire within 60
days pursuant to a warrant to purchase shares of the Issuers common stock.
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Page 3 of 9
pages
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1.
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Name of Reporting Persons
I.R.S. Identification
No(s). of above person(s) (entities only)
Kate
Mitchell
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
US
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,097,965(1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,097,965(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,097,965(1)
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by
Amount in Row (9)
3.2%
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12.
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Type of Reporting Person (See
Instructions)
IN
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1.
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Shares are held by BAVP, LP. Kate Mitchell and Rory ODriscoll are the Managing Members of Scale Venture Management I, LLC, the general partner of BAVP, LP.
Includes 375,000 shares BAVP, LP has the right to acquire within 60 days pursuant to a warrant to purchase shares of the Issuers common stock. The Reporting Person disclaims beneficial ownership with respect to all such shares except to the
extent of her proportionate pecuniary interests therein.
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Page 4 of 9
pages
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1.
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Name of Reporting Persons
I.R.S. Identification
No(s). of above person(s) (entities only)
Rory
ODriscoll
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
US
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,097,965(1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,097,965(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,097,965(1)
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10.
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Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by
Amount in Row (9)
3.2%
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12.
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Type of Reporting Person (See
Instructions)
IN
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1.
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Shares are held by BAVP, LP. Kate Mitchell and Rory ODriscoll are the Managing Members of Scale Venture Management I, LLC, the general partner of BAVP, LP.
Includes 375,000 shares BAVP, LP has the right to acquire within 60 days pursuant to a warrant to purchase shares of the Issuers common stock. The Reporting Person disclaims beneficial ownership with respect to all such shares except to the
extent of his proportionate pecuniary interests therein.
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Page 5 of 9
pages
Glu Mobile, Inc.
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(b)
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Address of Issuers Principal Executive Offices
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1800 Gateway Dr., Second Floor
San Mateo, CA 94404
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(a)
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Name of Person Filing
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BAVP, LP; Scale Venture Management I, LLC; Kate Mitchell and Rory O Driscoll.
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(b)
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Address of Principal Business Office or, if none, Residence
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BAVP, LP: 100 North Tryon Street, Floor 25, Bank of America Corporate Center, Charlotte, NC 28255
Scale Venture Management I, LLC: 950 Tower Lane, Suite 700, Foster City, CA 94404
Kate Mitchell: 950 Tower Lane, Suite 700, Foster City, CA 94404
Rory ODriscoll: 950 Tower Lane, Suite 700, Foster City, CA 94404
BAVP, LP is orgainzed in Delaware and Scale Venture Management I, LLC is organized in California. Both Kate Mitchell and
Rory ODriscoll are US citizens.
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(d)
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Title of Class of Securities
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Common Stock
834453102
Item 3.
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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:
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Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned:
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BAVP, LP
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2,097,965(1)
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Scale Venture Management I, LLC
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2,097,965(1)
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Kate Mitchell
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2,097,965(1)
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Rory ODriscoll
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2,097,965(1)
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Page 6 of 9
pages
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(b)
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Percent of Class:
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BAVP, LP
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3.2%(2)
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Scale Venture Management I, LLC
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3.2%(2)
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Kate Mitchell
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3.2%(2)
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Rory ODriscoll
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3.2%(2)
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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BAVP, LP
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2,097,965(1)
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Scale Venture Management I, LLC
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2,097,965(1)
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(ii)
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Shared power to vote or to direct the vote:
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Kate Mitchell
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2,097,965(1)
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Rory ODriscoll
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2,097,965(1)
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(iii)
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Sole power to dispose or to direct the disposition of:
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BAVP, LP
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2,097,965(1)
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Scale Venture Management I, LLC
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2,097,965(1)
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(iv)
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Shared power to dispose or to direct the disposition of:
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Kate Mitchell
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2,097,965(1)
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Rory ODriscoll
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2,097,965(1)
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(1)
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Shares are held by BAVP, LP. Scale Venture Management I, LLC is the General Partner of BAVP, LP. Kate Mitchell and Rory ODriscoll are the Managing Members of
Scale Venture Management I, LLC, the general partner of BAVP, LP. Includes 375,000 shares BAVP, L.P. has the right to acquire within 60 days pursuant to a warrant to purchase shares of the Issuers common stock.
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Item 5.
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Ownership of 5 Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the
following
x
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not Applicable
Page 7 of 9
pages
Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
Item 9.
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Notice of Dissolution of a Group
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Not Applicable
Not
applicable
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 13, 2013
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BAVP, LP
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SCALE VENTURE MANAGEMENT I, LLC
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By:
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Scale Venture Management I, LLC,
its General Partner
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By:
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/s/ Kate Mitchell
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By:
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/s/ Kate Mitchell
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Name: Kate Mitchell
Title:
Managing Member
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Name: Kate Mitchell
Title:
Managing Member
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By:
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/s/ Rory ODriscoll
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By:
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/s/ Kate Mitchell
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Name: Rory ODriscoll
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Name: Kate Mitchell
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EXHIBITS
A:
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Joint Filing Agreement
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Page 8 of 9
pages
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Glu Mobile, Inc. and further agree that this
agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing
agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement
to be executed on their behalf this 13
th
day of February
2013.
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BAVP, LP
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SCALE VENTURE MANAGEMENT I, LLC
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By:
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Scale Venture Management I, LLC,
its General Partner
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By:
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/s/ Kate Mitchell
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By:
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/s/ Kate Mitchell
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Name: Kate Mitchell
Title:
Managing Member
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Name: Kate Mitchell
Title:
Managing Member
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By:
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/s/ Rory ODriscoll
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By:
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/s/ Kate Mitchell
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Name: Rory ODriscoll
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Name: Kate Mitchell
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Page 9 of 9
pages
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