Statement of Changes in Beneficial Ownership (4)
07 May 2019 - 7:14AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Kleiner Perkins Caufield & Byers XIV, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
BEYOND MEAT, INC.
[
BYND
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O KLEINER PERKINS CAUFIELD & BYERS, 2750 SAND HILL ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/6/2019
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(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/6/2019
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C
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7751463
(1)
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A
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(2)
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7751463
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I
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By KPCB Holdings, Inc., as nominee
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Convertible Preferred Stock
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(3)
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5/6/2019
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C
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3333500
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(2)
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(2)
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Common Stock
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3333500
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$0.00
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0
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I
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By KPCB Holdings, Inc., as nominee
(3)
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Series B Convertible Preferred Stock
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(3)
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5/6/2019
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C
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1872226
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(2)
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(2)
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Common Stock
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1872226
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$0.00
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0
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I
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By KPCB Holdings, Inc., as nominee
(3)
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Series C Convertible Preferred Stock
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(3)
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5/6/2019
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C
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1615328
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(2)
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(2)
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Common Stock
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1615328
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$0.00
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0
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I
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By KPCB Holdings, Inc., as nominee
(3)
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Series D Convertible Preferred Stock
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(3)
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5/6/2019
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C
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522792
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(2)
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(2)
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Common Stock
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522792
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$0.00
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0
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I
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By KPCB Holdings, Inc., as nominee
(3)
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Series E Convertible Preferred Stock
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(3)
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5/6/2019
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C
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407617
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(2)
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(2)
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Common Stock
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407617
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$0.00
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0
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I
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By KPCB Holdings, Inc., as nominee
(3)
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Explanation of Responses:
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(1)
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The total represents shares received upon conversion of shares of Series A, B, C, D and E Convertible Preferred Stock.
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(2)
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Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock automatically converted into one share of Issuer's Common Stock for no additional consideration at the completion of the Issuer's initial public offering. The Convertible Preferred Stock had no expiration date.
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(3)
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Consists of 7,146,849 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held by Kleiner Perkins Caufield & Byers XIV, LLC ("KPCB XIV") and 604,614 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held by KPCB XIV Founders Fund, LLC ("KPCB XIV FF"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of such entities. The managing member of KPCB XIV and KPCB XIV FF is KPCB XIV Associates, LLC ("KPCB XIV Associates"). Brook Byers, L. John Doerr, William Gordon and Theodore Schlein, the managing members of KPCB XIV Associates, may be deemed to have shared voting and dispositive power over the shares held by KPCB XIV and KPCB XIV FF.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kleiner Perkins Caufield & Byers XIV, LLC
C/O KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD
MENLO PARK, CA 94025
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X
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KPCB XIV Associates, LLC
C/O KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD
MENLO PARK, CA 94025
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X
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KPCB XIV Founders Fund, LLC
C/O KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD
MENLO PARK, CA 94025
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X
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Signatures
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/s/ Jason Doren, Chief Administrative Officer and General Counsel
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5/6/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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