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Form SC 13G/A Telaria, Inc. Filed by: DRAPER FISHER JURVETSON GROWTH FUND 2006 LP

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January 30, 2018 12:35 PM EST

Securities and Exchange Commission

Washington, DC 20549

 

 

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2

(Amendment No. 3)*

Telaria, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

879181105

(CUSIP Number)

December 31, 2017

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

* 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.

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 NUMBER 879181105   13G   Page 2 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Growth Fund 2006, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

1,724,051 (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

1,724,051 (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,724,051 (See Items 2 and 4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

3.37%

12.  

Type of Reporting Person (see Instructions)

 

PN

CUSIP NUMBER 879181105   13G   Page 3 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

1,724,051* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

1,724,051* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,724,051* (See Items 2 and 4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

3.37%

12.  

Type of Reporting Person (see Instructions)

 

PN

 

* All of these shares are held directly by Draper Fisher Jurvetson Growth Fund 2006, L.P.

CUSIP NUMBER 879181105   13G   Page 4 of 36 Pages

 

  1.   

Names of Reporting Persons

 

DFJ Growth Fund, Ltd.

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

1,724,051* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

1,724,051* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,724,051* (See Items 2 and 4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

3.37%

12.  

Type of Reporting Person (see Instructions)

 

OO

 

* All of these shares are held directly by Draper Fisher Jurvetson Growth Fund 2006, L.P.

CUSIP NUMBER 879181105   13G   Page 5 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Partners Growth Fund 2006, LLC

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

California

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

139,383 (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

139,383 (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

139,383 (See Items 2 and 4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

0.27%

12.  

Type of Reporting Person (see Instructions)

 

OO (limited liability company)

CUSIP NUMBER 879181105   13G   Page 6 of 36 Pages

 

  1.   

Names of Reporting Persons

 

DFJ Growth Management, LLC

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

California

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

10,000

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

10,000

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,000

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

0.02%

12.  

Type of Reporting Person (see Instructions)

 

OO (limited liability company)

CUSIP NUMBER 879181105   13G   Page 7 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Fund IX, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

0%

12.  

Type of Reporting Person (see Instructions)

 

PN

CUSIP NUMBER 879181105   13G   Page 8 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Fund IX Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

0%

12.  

Type of Reporting Person (see Instructions)

 

PN

CUSIP NUMBER 879181105   13G   Page 9 of 36 Pages

 

  1.   

Names of Reporting Persons

 

DFJ Fund IX, Ltd.

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

0%

12.  

Type of Reporting Person (see Instructions)

 

OO

CUSIP NUMBER 879181105   13G   Page 10 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Fisher Jurvetson Partners IX, LLC

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

California

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

0%

12.  

Type of Reporting Person (see Instructions)

 

OO (limited liability company)

CUSIP NUMBER 879181105   13G   Page 11 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Associates, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

California

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

0.0%

12.  

Type of Reporting Person (see Instructions)

 

PN

CUSIP NUMBER 879181105   13G   Page 12 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Associates, Inc.

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

California

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

0* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

0*

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0*

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

0%

12.  

Type of Reporting Person (see Instructions)

 

CO

 

* All of these shares are owned by Draper Associates, L.P.

CUSIP NUMBER 879181105   13G   Page 13 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Draper Associates Riskmasters Fund II, LLC

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

California

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

5,327 (See Items 2 and 4)

   6.   

Shared Voting Power

 

0 (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

5,327 (See Items 2 and 4)

   8.   

Shared Dispositive Power

 

0 (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

5,327 (See Items 2 and 4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

0.01%

12.  

Type of Reporting Person (see Instructions)

 

OO (limited liability company)

CUSIP NUMBER 879181105   13G   Page 14 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Timothy C. Draper

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

California

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

5,327# (See Items 2 and 4)

   6.   

Shared Voting Power

 

139,383* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

5,327# (See Items 2 and 4)

   8.   

Shared Dispositive Power

 

139,383* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

144,710* (See Items 2 and 4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

0.28%

12.  

Type of Reporting Person (see Instructions)

 

IN (Trust)

 

# These shares are held by Draper Associates Riskmasters Fund II, LLC (“DARF II”). Mr. Draper is the managing member of DARF II, LLC and has sole investment and voting power with respect to these shares.
* Of these shares, 139,383 shares are directly held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.

CUSIP NUMBER 879181105   13G   Page 15 of 36 Pages

 

  1.   

Names of Reporting Persons

 

John H. N. Fisher

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

1,873,434* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

1,873,434* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,873,434* (See Items 2 and 4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

3.64%

12.  

Type of Reporting Person (see Instructions)

 

IN

 

* Of these shares, 1,724,051 shares are directly held by Draper Fisher Jurvetson Growth Fund 2006, L.P., 139,383 shares are directly held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, and 10,000 shares are held directly by DFJ Growth Management, LLC.

CUSIP NUMBER 879181105   13G   Page 16 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Stephen T. Jurvetson

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

139,383* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

139,383* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

139,383* (See Items 2 and 4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

0.27%

12.  

Type of Reporting Person (see Instructions)

 

IN

 

* These shares are directly held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.

CUSIP NUMBER 879181105   13G   Page 17 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Barry M. Schuler

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

1,873,434* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

1,873,434* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,873,434* (See Items 2 and 4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

3.64%

12.  

Type of Reporting Person (see Instructions)

 

IN

 

* Of these shares, 1,724,051 shares are directly held by Draper Fisher Jurvetson Growth Fund 2006, L.P., 139,383 shares are directly held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, and 10,000 shares are held directly by DFJ Growth Management, LLC.

CUSIP NUMBER 879181105   13G   Page 18 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Mark W. Bailey

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

1,873,434* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

1,873,434* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,873,434* (See Items 2 and 4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

3.64%

12.  

Type of Reporting Person (see Instructions)

 

IN

 

* Of these shares, 1,724,051 shares are directly held by Draper Fisher Jurvetson Growth Fund 2006, L.P., 139,383 shares are directly held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, and 10,000 shares are directly held by DFJ Growth Management, LLC.

CUSIP NUMBER 879181105   13G   Page 19 of 36 Pages

 

  1.   

Names of Reporting Persons

 

Randy Glein

  2.  

Check the Appropriate Box if a Member of a Group (see Instructions)

(a)  ☐        (b)  ☒

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

1,734,051* (See Items 2 and 4)

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

1,734,051* (See Items 2 and 4)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,734,051*(See Items 2 and 4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see Instructions)

 

☐

11.  

Percent of Class Represented by Amount in Row (9)

 

3.39%

12.  

Type of Reporting Person (see Instructions)

 

IN

 

* Of these shares, 1,724,051 shares are directly held by Draper Fisher Jurvetson Growth Fund 2006, L.P., and 10,000 shares are directly held by DFJ Growth Management, LLC.

CUSIP NUMBER 879181105   13G   Page 20 of 36 Pages

 

Item 1(a) Name of Issuer: Telaria, Inc.

 

  Item 1(b) Address of Issuer’s principal executive offices:

1501 Broadway, 8th Floor

New York, NY 10036

 

Item 2(a) Name of Person Filing and Item 2(c) Citizenship.

This Schedule 13G is filed on behalf of:

1. Draper Fisher Jurvetson Growth Fund 2006, L.P., a Cayman Islands exempted limited partnership (“Growth Fund”).

2. Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P., a Cayman Island exempted limited partnership (“Growth Fund 2006 Partners”), an affiliate of Growth Fund and is the general partner of Growth Fund.

3. DFJ Growth Fund 2006, Ltd., a Cayman Islands limited liability company (“Growth Fund 2006 Ltd.”) and an affiliate of Growth Fund, is the general partner to Growth Fund 2006 Partners. Messrs. John H.N. Fisher, Mark W. Bailey, Barry M. Schuler and Randy Glein are the managing directors. Messrs. Bailey, Schuler, Fisher and Glein exercise shared voting and investment powers over the shares held by Growth Fund 2006 Ltd. Messrs. Fisher, Bailey, Schuler and Glein disclaim beneficial ownership of shares held by Growth Fund, Growth Fund 2006 Partners and Growth Fund 2006 Ltd., except to the extent of any pecuniary interest therein.

4. Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, a California limited liability company (“Growth Fund LLC”) is a side-by-side fund of Growth Fund. The managing members of Growth Fund LLC are Messrs. Draper, Fisher, Jurvetson, Bailey and Schuler. Decisions with respect to Growth Fund LLC securities are made automatically in conjunction with decisions by Growth Fund. Messrs. Draper, Fisher, Jurvetson, Bailey and Schuler disclaim beneficial ownership of the shares held by Growth Fund LLC except to the extent of their pecuniary interest therein.

5. DFJ Growth Management, LLC, a California limited liability company (“DFJ Growth Management”) is the management company for Growth Fund. The managing members of DFJ Growth Management are Messrs. Fisher, Schuler, Bailey and Glein. Messrs. Fisher, Schuler, Bailey and Glein exercise shared voting and investment powers over the shares held by DFJ Growth Management and they each disclaim beneficial ownership of shares held by DFJ Growth Management except to the extent of their pecuniary interest therein.

6. Draper Fisher Jurvetson Fund IX, L.P., a Cayman Islands exempted limited partnership (“Fund IX”).

7. Draper Fisher Jurvetson Fund IX Partners, L.P., a Cayman Island exempted limited partnership (“Fund IX Partners”), an affiliate of Fund IX, is the general partner of Fund IX.

CUSIP NUMBER 879181105   13G   Page 21 of 36 Pages

 

8. DFJ Fund IX, Ltd., a Cayman Islands limited liability company (“Fund IX Ltd.”) and an affiliate of Fund IX, is the general partner to Fund IX Partners. Messrs Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson are the managing directors of Fund IX Ltd. Messrs. Draper, Fisher and Jurvetson exercise shared voting and investment powers over the shares held by Fund IX Ltd. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership of shares held by Fund IX, Fund IX Partners and Fund IX Ltd., except to the extent of any pecuniary interest therein.

9. Draper Fisher Jurvetson Partners IX, LLC, a California limited liability company (“Fund IX LLC”), is a side-by-side fund of Fund IX. The managing members of Fund IX LLC are Messrs. Draper, Fisher and Jurvetson. Decisions with respect to Fund IX LLC securities are made automatically in conjunction with decisions by Fund IX. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership of the shares held by Fund IX LLC except to the extent of their pecuniary interest therein.

10. Draper Associates, L.P. (“Draper Associates, L.P.”). The investing and voting power of the shares held by Draper Associates, L.P. is controlled by its General Partner, Draper Associates, Inc., which is controlled by its President and majority shareholder, Timothy C. Draper. Mr. Draper disclaims beneficial ownership of the shares held by Draper Associates, L.P. except to the extent of his pecuniary interest therein.

11. Draper Associates, Inc. (“Draper Associates”). Mr. Draper is the President of Draper Associates, which is the general partner of Draper Associates, L.P. Mr. Draper disclaims beneficial ownership of the shares held by Draper Associates except to the extent of his pecuniary interest therein.

12. Draper Associates Riskmasters Fund II, LLC, a California limited liability company (“DARFII”). Mr. Draper is the managing member of DARFII and he disclaims beneficial ownership of the shares held by DARFII except to the extent of his pecuniary interest therein.

13. Timothy C. Draper, a United States citizen (“Draper”), is a managing director of Fund IX and a managing member of Fund IX LLC and Growth Fund LLC.

14. John H. N. Fisher, a United States citizen (“Fisher”) is a managing director of Fund IX, Growth Fund and a managing member of Fund IX LLC and Growth Fund LLC.

15. Stephen T. Jurvetson, a United States citizen (“Jurvetson”) is a managing director of Fund IX, and a managing member of Fund IX LLC and Growth Fund LLC.

16. Barry M. Schuler, a United States citizen (“Schuler”) is a managing director of Growth Fund, managing member of Growth Fund LLC and managing member of Meteor Group, LLC.

17. Mark W. Bailey, a United States citizen, is a managing director of Growth Fund and a managing member of Growth Fund LLC.

CUSIP NUMBER 879181105   13G   Page 22 of 36 Pages

 

18. Randy Glein, a United States citizen (“Glein”), is a managing director of Growth Fund and a managing member of Growth Fund LLC.

 

Item 2(b) Address of principal business office or, if none, residence:

2882 Sand Hill Road, Suite 150, Menlo Park, CA 94025

 

Item 2(d) Title of class of securities: Common Stock, par value $0.0025 per share.

The Issuer registered its Common Stock on its Form 8-A12B filed with the SEC on June 21, 2013. Each of the Reporting Persons identified in Item  2(a) above beneficially owns Common Stock to the extent such Reporting Persons beneficially own any stock.

 

Item 2(e) CUSIP No.: 879181105

 

Item 3. 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)

    ☐      Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

    ☐      Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

    ☐      Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

    ☐      Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

    ☐      An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

    ☐      An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

    ☐      A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

    ☐      A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

    ☐      A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

    ☐      A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

    ☐      Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify type of institution:             

CUSIP NUMBER 879181105   13G   Page 23 of 36 Pages

 

Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Draper Fisher Jurvetson Growth Fund 2006, L.P.

 

A. Amount Beneficially owned: 1,724,051

 

B. Percent of Class: 3.37%

 

C. 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: 1,724,051

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,724,051

Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P.

 

A. Amount Beneficially owned: 1,724,051

 

B. Percent of Class: 3.37%

 

C. 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: 1,724,051

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,724,051

DFJ Growth Fund 2006, Ltd.

 

A. Amount Beneficially owned: 1,724,051

 

B. Percent of Class: 3.37%

 

C. 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: 1,724,051

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,724,051

Draper Fisher Jurvetson Partners Growth Fund 2006, LLC

 

A. Amount Beneficially owned: 139,383

 

B. Percent of Class: 0.27%

 

C. 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: 139,383

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 139,383

CUSIP NUMBER 879181105   13G   Page 24 of 36 Pages

 

DFJ Growth Management, LLC

 

A. Amount Beneficially owned: 10,000

 

B. Percent of Class: 0.02%

 

C. 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: 10,000

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 10,000

Draper Fisher Jurvetson Fund IX, L.P.

 

A. Amount Beneficially owned: 0

 

B. Percent of Class: 0%

 

C. 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: 0

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 0

Draper Fisher Jurvetson Fund IX Partners, L.P.

 

A. Amount Beneficially owned: 0

 

B. Percent of Class: 0%

 

C. 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: 0

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 0

DFJ Fund IX, Ltd.

 

A. Amount Beneficially owned: 0

 

B. Percent of Class: 0%

 

C. 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: 0

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 0

CUSIP NUMBER 879181105   13G   Page 25 of 36 Pages

 

Draper Fisher Jurvetson Partners IX, LLC

 

A. Amount Beneficially owned: 0

 

B. Percent of Class: 0%

 

C. 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: 0

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 0

Draper Associates, L.P.

 

A. Amount Beneficially owned: 0

 

B. Percent of Class: 0%

 

C. 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: 0

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 0

Draper Associates, Inc.

 

A. Amount Beneficially owned: 0

 

B. Percent of Class: 0%

 

C. 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: 0

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 0

Draper Associates Riskmasters Fund II, LLC

 

A. Amount Beneficially owned: 5,327

 

B. Percent of Class: 0.01%

 

C. 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: 5,327

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 5,327

CUSIP NUMBER 879181105   13G   Page 26 of 36 Pages

 

Timothy C. Draper

 

A. Amount Beneficially owned: 144,710

 

B. Percent of Class: 0.28%

 

C. Number of shares owned to which such person has:

 

  1. sole power to vote or to direct the vote: 5,327

 

  2. shared power to vote or to direct the vote: 139,383

 

  3. sole power to dispose or to direct the disposition of: 5,327

 

  4. shared power to dispose or to direct the disposition of: 139,383

John H. N. Fisher

 

A. Amount Beneficially owned: 1,873,434

 

B. Percent of Class: 3.64%

 

C. 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: 1,873,434

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,873,434

Stephen T. Jurvetson

 

A. Amount Beneficially owned: 139,383

 

B. Percent of Class: 0.27%

 

C. 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: 139,383

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 139,383

Barry M. Schuler

 

A. Amount Beneficially owned: 1,873,434

 

B. Percent of Class: 3.64%

 

C. 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: 1,873,434

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,873,434

CUSIP NUMBER 879181105   13G   Page 27 of 36 Pages

 

Mark W. Bailey

 

A. Amount Beneficially owned: 1,873,434

 

B. Percent of Class: 3.64%

 

C. 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: 1,873,434

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,873,434

Randy Glein

 

A. Amount Beneficially owned: 1,734,051

 

B. Percent of Class: 3.39%

 

C. 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: 1,734,051

 

  3. sole power to dispose or to direct the disposition of: 0

 

  4. shared power to dispose or to direct the disposition of: 1,734,051

 

Item 5. Ownership of Five Percent or Less of a Class.

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  ☒.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

Not Applicable.

 

Item 10. Certifications.

Not applicable.

CUSIP NUMBER 879181105   13G   Page 28 of 36 Pages

 

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: January 26, 2018

 

Draper Fisher Jurvetson Growth Fund 2006, L.P.
By:   Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P. (general partner)
By:   DFJ Growth Fund 2006, Ltd., its general partner
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Director
Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P.
By:   DFJ Growth Fund 2006, Ltd., its general partner
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Director
DFJ Growth Fund 2006, Ltd.
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Director

CUSIP NUMBER 879181105   13G   Page 29 of 36 Pages

 

Draper Fisher Jurvetson Partners Growth Fund 2006, LLC
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Authorized Member
DFJ Growth Management, LLC
By:  

/s/ Randy Glein

Name:   Randy Glein
Title:   Managing Member
Draper Fisher Jurvetson Fund IX, L.P.
By:   Draper Fisher Jurvetson Fund IX Partners, L.P. (general partner)
By:   DFJ Fund IX, Ltd., its general partner
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Managing Director
Draper Fisher Jurvetson Fund IX Partners, L.P.
By:   DFJ Fund IX, Ltd., its general partner
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Managing Director

CUSIP NUMBER 879181105   13G   Page 30 of 36 Pages

 

DFJ Fund IX, Ltd.
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Managing Director
Draper Fisher Jurvetson Partners IX, LLC
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Managing Member
Draper Associates, L.P.
By:   Draper Associates, Inc. (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 II, LLC
By:  

/s/ Timothy C. Draper

Name:   Timothy C. Draper
Title:   Managing Member

CUSIP NUMBER 879181105   13G   Page 31 of 36 Pages

 

/s/ Timothy Draper

Timothy Draper

/s/ John H. N. Fisher

John H. N. Fisher

/s/ Stephen T. Jurvetson

Stephen T. Jurvetson

/s/ Barry M. Schuler

Barry M. Schuler

/s/ Mark W. Bailey

Mark W. Bailey

/s/ Randy Glein

Randy Glein

CUSIP NUMBER 879181105   13G   Page 32 of 36 Pages

 

Exhibit Index

 

Exhibit    Description
99.1    Statement pursuant to Rule 13d-1(k)(1)(iii), filed herewith

 

CUSIP NUMBER 879181105   13G   Page 33 of 36 Pages

 

Exhibit 99.1

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them.

Dated: January 26, 2018

 

Draper Fisher Jurvetson Growth Fund 2006, L.P.
By:   Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P. (general partner)
By:   DFJ Growth Fund 2006, Ltd., its general partner
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Director
Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P.
By:   DFJ Growth Fund 2006, Ltd., its general partner
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Director
DFJ Growth Fund 2006, Ltd.
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Director

CUSIP NUMBER 879181105   13G   Page 34 of 36 Pages

 

Draper Fisher Jurvetson Partners Growth Fund 2006, LLC
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Authorized Member
DFJ Growth Management, LLC
By:  

/s/ Randy Glein

Name:   Randy Glein
Title:   Managing Member
Draper Fisher Jurvetson Fund IX, L.P.
By:   Draper Fisher Jurvetson Fund IX Partners, L.P. (general partner)
By:   DFJ Fund IX, Ltd., its general partner
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Managing Director
Draper Fisher Jurvetson Fund IX Partners, L.P.
By:   DFJ Fund IX, Ltd., its general partner
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Managing Director

CUSIP NUMBER 879181105   13G   Page 35 of 36 Pages

 

DFJ Fund IX, Ltd.
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Managing Director
Draper Fisher Jurvetson Partners IX, LLC
By:  

/s/ John H. N. Fisher

Name:   John H. N. Fisher
Title:   Managing Member
Draper Associates, L.P.
By:   Draper Associates, Inc. (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 II, LLC
By:  

/s/ Timothy C. Draper

Name:   Timothy C. Draper
Title:   Managing Member

CUSIP NUMBER 879181105   13G   Page 36 of 36 Pages

 

/s/ Timothy Draper

Timothy Draper

/s/ John H. N. Fisher

John H. N. Fisher

/s/ Stephen T. Jurvetson

Stephen T. Jurvetson

/s/ Barry M. Schuler

Barry M. Schuler

/s/ Mark W. Bailey

Mark W. Bailey

/s/ Randy Glein

Randy Glein


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