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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. )*
(Name of Issuer)
Common
Stock, $0.0001 par value per share
(Title of Class of
Securities)
(CUSIP Number)
Hany
M. Nada
2494
Sand Hill Road, Suite 100
Menlo
Park, California 94025
(650)
475-2150
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*
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 disclosures provided in a prior cover page.
The information required on 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
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13D
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1.
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Name of Reporting Persons
Granite Global Ventures II L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
(1)
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
5,089,177 shares of Common Stock (2)
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
5,089,177 shares of Common Stock (2)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
5,089,177 shares of Common Stock (2)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row 11
11.2% (3)
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14.
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Type of Reporting Person
(See Instructions)
PN
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(1)
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This
Schedule is filed by Granite Global Ventures II L.P., GGV II Entrepreneurs
Fund L.P., Granite Global Ventures II L.L.C., Messrs. Ray A. Rothrock,
Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany
M. Nada, Thomas K. Ng and Ms. Jenny Lee (collectively, the Reporting
Persons). These Reporting Persons expressly disclaim status as a group for
purposes of this Schedule 13D.
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(2)
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Includes
(i) 4,009,439 shares of Common Stock held by Granite Global Ventures II
L.P., (ii) 980,500 shares that Granite Global Ventures II L.P. has the
right to acquire within 60 days of the date of this filing pursuant to
warrants to purchase shares of Common Stock of the Issuer, (iii) 79,738 shares
of Common Stock held by GGV II Entrepreneurs Fund L.P., and (iv) 19,500
shares that GGV II Entrepreneurs Fund L.P. has the right to acquire within 60
days of the date of this filing pursuant to warrants to purchase shares of
Common Stock of the Issuer. Granite Global Ventures II L.L.C. is the sole
general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. and possesses sole power to direct the voting and disposition of
the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. and may be deemed to have indirect beneficial ownership of the
shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund
L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer
directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D.
Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and
Ms. Jenny Lee are members of the investment committee of Granite Global
Ventures II L.L.C. and share voting and dispositive power over the shares
held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
These individuals disclaim beneficial ownership of the shares beneficially
owned by the above entities except to the extent of their pecuniary interests
therein.
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(3)
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This percentage is
calculated based upon 45,305,304 shares deemed to be outstanding, which
includes (a) 30,810,304 shares reported to be outstanding as of
July 30, 2010 in the Issuers Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2010, (b) an aggregate of
13,495,000 shares of Common Stock newly issued by the Issuer in the Sale and
reported in the Issuers Form 8-K filed on July 6, 2010 and
(c) the warrant shares.
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2
CUSIP No.
379890106
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13D
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1.
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Name of Reporting Persons
GGV II Entrepreneurs Fund L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
(1)
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
5,089,177 shares of Common Stock (2)
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
5,089,177 shares of Common Stock (2)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
5,089,177 shares of Common Stock (2)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row 11
11.2% (3)
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14.
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Type of Reporting Person
(See Instructions)
PN
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(1)
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This
Schedule is filed by the Reporting Persons. These Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13D.
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(2)
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Includes
(i) 4,009,439 shares of Common Stock held by Granite Global Ventures II
L.P., (ii) 980,500 shares that Granite Global Ventures II L.P. has the
right to acquire within 60 days of the date of this filing pursuant to
warrants to purchase shares of Common Stock of the Issuer, (iii) 79,738
shares of Common Stock held by GGV II Entrepreneurs Fund L.P., and
(iv) 19,500 shares that GGV II Entrepreneurs Fund L.P. has the right to
acquire within 60 days of the date of this filing pursuant to warrants to
purchase shares of Common Stock of the Issuer. Granite Global Ventures II
L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV
II Entrepreneurs Fund L.P. and possesses sole power to direct the voting and
disposition of the shares owned by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial
ownership of the shares held by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities
of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B.
Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K.
Ng, and Ms. Jenny Lee are members of the investment committee of Granite
Global Ventures II L.L.C. and share voting and dispositive power over the
shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund
L.P. These individuals disclaim beneficial ownership of the shares
beneficially owned by the above entities except to the extent of their
pecuniary interests therein.
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(3)
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This percentage is
calculated based upon 45,305,304 shares deemed to be outstanding, which
includes (a) 30,810,304 shares reported to be outstanding as of
July 30, 2010 in the Issuers Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2010, (b) an aggregate of
13,495,000 shares of Common Stock newly issued by the Issuer in the Sale and
reported in the Issuers Form 8-K filed on July 6, 2010 and
(c) the warrant shares.
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3
CUSIP No.
379890106
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13D
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1.
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Name of Reporting Persons
Granite Global Ventures II L.L.C.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
(1)
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
5,089,177 shares of Common Stock (2)
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
5,089,177 shares of Common Stock (2)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
5,089,177 shares of Common Stock (2)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row 11
11.2% (3)
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14.
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Type of Reporting Person
(See Instructions)
OO
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(1)
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This
Schedule is filed by the Reporting Persons. These Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13D.
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(2)
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Includes
(i) 4,009,439 shares of Common Stock held by Granite Global Ventures II
L.P., (ii) 980,500 shares that Granite Global Ventures II L.P. has the
right to acquire within 60 days of the date of this filing pursuant to
warrants to purchase shares of Common Stock of the Issuer, (iii) 79,738
shares of Common Stock held by GGV II Entrepreneurs Fund L.P., and
(iv) 19,500 shares that GGV II Entrepreneurs Fund L.P. has the right to
acquire within 60 days of the date of this filing pursuant to warrants to
purchase shares of Common Stock of the Issuer. Granite Global Ventures II
L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV
II Entrepreneurs Fund L.P. and possesses sole power to direct the voting and
disposition of the shares owned by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial
ownership of the shares held by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities
of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B.
Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K.
Ng, and Ms. Jenny Lee are members of the investment committee of Granite
Global Ventures II L.L.C. and share voting and dispositive power over the
shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund
L.P. These individuals disclaim beneficial ownership of the shares
beneficially owned by the above entities except to the extent of their
pecuniary interests therein.
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(3)
|
This percentage is
calculated based upon 45,305,304 shares deemed to be outstanding, which
includes (a) 30,810,304 shares reported to be outstanding as of
July 30, 2010 in the Issuers Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2010, (b) an aggregate of
13,495,000 shares of Common Stock newly issued by the Issuer in the Sale and reported
in the Issuers Form 8-K filed on July 6, 2010 and (c) the
warrant shares.
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4
CUSIP No.
379890106
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13D
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1.
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Name of Reporting Persons
Ray A. Rothrock
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
(1)
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3.
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SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
WC
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|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
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Citizenship or Place of Organization
United States of America
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
|
Sole Voting Power
|
|
8.
|
Shared Voting Power
5,089,177 shares of Common Stock (2)
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9.
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Sole Dispositive Power
|
|
10.
|
Shared Dispositive Power
5,089,177 shares of Common Stock (2)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
5,089,177 shares of Common Stock (2)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row 11
11.2% (3)
|
|
|
14.
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Type of Reporting Person
(See Instructions)
IN
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(1)
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This
Schedule is filed by the Reporting Persons. These Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13D.
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(2)
|
Includes (i) 4,009,439
shares of Common Stock held by Granite Global Ventures II L.P.,
(ii) 980,500 shares that Granite Global Ventures II L.P. has the right
to acquire within 60 days of the date of this filing pursuant to warrants to
purchase shares of Common Stock of the Issuer, (iii) 79,738 shares of
Common Stock held by GGV II Entrepreneurs Fund L.P., and (iv) 19,500
shares that GGV II Entrepreneurs Fund L.P. has the right to acquire within 60
days of the date of this filing pursuant to warrants to purchase shares of
Common Stock of the Issuer. Granite Global Ventures II L.L.C. is the sole
general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. and possesses sole power to direct the voting and disposition of
the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. and may be deemed to have indirect beneficial ownership of the
shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund
L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer
directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D.
Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and
Ms. Jenny Lee are members of the investment committee of Granite Global
Ventures II L.L.C. and share voting and dispositive power over the shares
held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
These individuals disclaim beneficial ownership of the shares beneficially
owned by the above entities except to the extent of their pecuniary interests
therein.
|
(3)
|
This percentage is
calculated based upon 45,305,304 shares deemed to be outstanding, which
includes (a) 30,810,304 shares reported to be outstanding as of
July 30, 2010 in the Issuers Form 10-Q filed with the Securities and
Exchange Commission on August 9, 2010, (b) an aggregate of
13,495,000 shares of Common Stock newly issued by the Issuer in the Sale and
reported in the Issuers Form 8-K filed on July 6, 2010 and
(c) the warrant shares.
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5
CUSIP No.
379890106
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13D
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1.
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Name of Reporting Persons
Anthony Sun
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
(1)
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|
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3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
WC
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
United States of America
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
8.
|
Shared Voting Power
5,089,177 shares of Common Stock (2)
|
|
9.
|
Sole Dispositive Power
|
|
10.
|
Shared Dispositive Power
5,089,177 shares of Common Stock (2)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
5,089,177 shares of Common Stock (2)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row 11
11.2% (3)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
This
Schedule is filed by the Reporting Persons. These Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13D.
|
(2)
|
Includes
(i) 4,009,439 shares of Common Stock held by Granite Global Ventures II
L.P., (ii) 980,500 shares that Granite Global Ventures II L.P. has the
right to acquire within 60 days of the date of this filing pursuant to
warrants to purchase shares of Common Stock of the Issuer, (iii) 79,738
shares of Common Stock held by GGV II Entrepreneurs Fund L.P., and (iv) 19,500
shares that GGV II Entrepreneurs Fund L.P. has the right to acquire within 60
days of the date of this filing pursuant to warrants to purchase shares of
Common Stock of the Issuer. Granite Global Ventures II L.L.C. is the sole
general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. and possesses sole power to direct the voting and disposition of
the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. and may be deemed to have indirect beneficial ownership of the
shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund
L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer
directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D.
Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and
Ms. Jenny Lee are members of the investment committee of Granite Global
Ventures II L.L.C. and share voting and dispositive power over the shares
held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
These individuals disclaim beneficial ownership of the shares beneficially
owned by the above entities except to the extent of their pecuniary interests
therein.
|
(3)
|
This percentage is
calculated based upon 45,305,304 shares deemed to be outstanding, which
includes (a) 30,810,304 shares reported to be outstanding as of
July 30, 2010 in the Issuers Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2010, (b) an aggregate of
13,495,000 shares of Common Stock newly issued by the Issuer in the Sale and
reported in the Issuers Form 8-K filed on July 6, 2010 and
(c) the warrant shares.
|
6
CUSIP No.
379890106
|
13D
|
|
|
1.
|
Name of Reporting Persons
Scott B. Bonham
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
(1)
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
WC
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
Canada
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
8.
|
Shared Voting Power
5,089,177 shares of Common Stock (2)
|
|
9.
|
Sole Dispositive Power
|
|
10.
|
Shared Dispositive Power
5,089,177 shares of Common Stock (2)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
5,089,177 shares of Common Stock (2)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row 11
11.2% (3)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
This
Schedule is filed by the Reporting Persons. These Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13D.
|
(2)
|
Includes
(i) 4,009,439 shares of Common Stock held by Granite Global Ventures II
L.P., (ii) 980,500 shares that Granite Global Ventures II L.P. has the
right to acquire within 60 days of the date of this filing pursuant to
warrants to purchase shares of Common Stock of the Issuer, (iii) 79,738
shares of Common Stock held by GGV II Entrepreneurs Fund L.P., and
(iv) 19,500 shares that GGV II Entrepreneurs Fund L.P. has the right to
acquire within 60 days of the date of this filing pursuant to warrants to
purchase shares of Common Stock of the Issuer. Granite Global Ventures II
L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV
II Entrepreneurs Fund L.P. and possesses sole power to direct the voting and
disposition of the shares owned by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial
ownership of the shares held by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities
of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B.
Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K.
Ng, and Ms. Jenny Lee are members of the investment committee of Granite
Global Ventures II L.L.C. and share voting and dispositive power over the
shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund
L.P. These individuals disclaim beneficial ownership of the shares
beneficially owned by the above entities except to the extent of their
pecuniary interests therein.
|
(3)
|
This percentage is
calculated based upon 45,305,304 shares deemed to be outstanding, which
includes (a) 30,810,304 shares reported to be outstanding as of
July 30, 2010 in the Issuers Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2010, (b) an aggregate of
13,495,000 shares of Common Stock newly issued by the Issuer in the Sale and
reported in the Issuers Form 8-K filed on July 6, 2010 and
(c) the warrant shares.
|
7
CUSIP No.
379890106
|
13D
|
|
|
1.
|
Name of Reporting Persons
Joel D. Kellman
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
(1)
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
WC
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
United States of America
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
8.
|
Shared Voting Power
5,089,177 shares of Common Stock (2)
|
|
9.
|
Sole Dispositive Power
|
|
10.
|
Shared Dispositive Power
5,089,177 shares of Common Stock (2)
|
|
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
5,089,177 shares of Common Stock (2)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row 11
11.2% (3)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
This
Schedule is filed by the Reporting Persons. These Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13D.
|
(2)
|
Includes
(i) 4,009,439 shares of Common Stock held by Granite Global Ventures II
L.P., (ii) 980,500 shares that Granite Global Ventures II L.P. has the
right to acquire within 60 days of the date of this filing pursuant to
warrants to purchase shares of Common Stock of the Issuer, (iii) 79,738
shares of Common Stock held by GGV II Entrepreneurs Fund L.P., and
(iv) 19,500 shares that GGV II Entrepreneurs Fund L.P. has the right to
acquire within 60 days of the date of this filing pursuant to warrants to
purchase shares of Common Stock of the Issuer. Granite Global Ventures II
L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV
II Entrepreneurs Fund L.P. and possesses sole power to direct the voting and
disposition of the shares owned by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial
ownership of the shares held by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities
of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B.
Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K.
Ng, and Ms. Jenny Lee are members of the investment committee of Granite
Global Ventures II L.L.C. and share voting and dispositive power over the
shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund
L.P. These individuals disclaim beneficial ownership of the shares
beneficially owned by the above entities except to the extent of their
pecuniary interests therein.
|
(3)
|
This percentage is
calculated based upon 45,305,304 shares deemed to be outstanding, which
includes (a) 30,810,304 shares reported to be outstanding as of
July 30, 2010 in the Issuers Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2010, (b) an aggregate of
13,495,000 shares of Common Stock newly issued by the Issuer in the Sale and
reported in the Issuers Form 8-K filed on July 6, 2010 and
(c) the warrant shares.
|
8
CUSIP No.
379890106
|
13D
|
|
|
1.
|
Name of Reporting Persons
Jixun Foo
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
(1)
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
WC
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
Singapore
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
8.
|
Shared Voting Power
5,089,177 shares of Common Stock (2)
|
|
9.
|
Sole Dispositive Power
|
|
10.
|
Shared Dispositive Power
5,089,177 shares of Common Stock (2)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
5,089,177 shares of Common Stock (2)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row 11
11.2% (3)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
This
Schedule is filed by the Reporting Persons. These Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13D.
|
(2)
|
Includes
(i) 4,009,439 shares of Common Stock held by Granite Global Ventures II
L.P., (ii) 980,500 shares that Granite Global Ventures II L.P. has the
right to acquire within 60 days of the date of this filing pursuant to
warrants to purchase shares of Common Stock of the Issuer, (iii) 79,738
shares of Common Stock held by GGV II Entrepreneurs Fund L.P., and
(iv) 19,500 shares that GGV II Entrepreneurs Fund L.P. has the right to
acquire within 60 days of the date of this filing pursuant to warrants to
purchase shares of Common Stock of the Issuer. Granite Global Ventures II
L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV
II Entrepreneurs Fund L.P. and possesses sole power to direct the voting and
disposition of the shares owned by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial
ownership of the shares held by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities
of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B.
Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K.
Ng, and Ms. Jenny Lee are members of the investment committee of Granite
Global Ventures II L.L.C. and share voting and dispositive power over the
shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund
L.P. These individuals disclaim beneficial ownership of the shares
beneficially owned by the above entities except to the extent of their
pecuniary interests therein.
|
(3)
|
This percentage is
calculated based upon 45,305,304 shares deemed to be outstanding, which
includes (a) 30,810,304 shares reported to be outstanding as of
July 30, 2010 in the Issuers Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2010, (b) an aggregate of
13,495,000 shares of Common Stock newly issued by the Issuer in the Sale and
reported in the Issuers Form 8-K filed on July 6, 2010 and
(c) the warrant shares.
|
9
CUSIP No.
379890106
|
13D
|
|
|
1.
|
Name of Reporting Persons
Glenn Solomon
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
(1)
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
WC
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
United States of America
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
8.
|
Shared Voting Power
5,089,177 shares of Common Stock (2)
|
|
9.
|
Sole Dispositive Power
|
|
10.
|
Shared Dispositive Power
5,089,177 shares of Common Stock (2)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
5,089,177 shares of Common Stock (2)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row 11
11.2% (3)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
This
Schedule is filed by the Reporting Persons. These Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13D.
|
(2)
|
Includes (i) 4,009,439
shares of Common Stock held by Granite Global Ventures II L.P.,
(ii) 980,500 shares that Granite Global Ventures II L.P. has the right
to acquire within 60 days of the date of this filing pursuant to warrants to
purchase shares of Common Stock of the Issuer, (iii) 79,738 shares of
Common Stock held by GGV II Entrepreneurs Fund L.P., and (iv) 19,500
shares that GGV II Entrepreneurs Fund L.P. has the right to acquire within 60
days of the date of this filing pursuant to warrants to purchase shares of
Common Stock of the Issuer. Granite Global Ventures II L.L.C. is the sole
general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. and possesses sole power to direct the voting and disposition of
the shares owned by Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P. and may be deemed to have indirect beneficial ownership of the
shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund
L.P. Granite Global Ventures II L.L.C. owns no securities of the Issuer
directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D.
Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and
Ms. Jenny Lee are members of the investment committee of Granite Global
Ventures II L.L.C. and share voting and dispositive power over the shares
held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
These individuals disclaim beneficial ownership of the shares beneficially
owned by the above entities except to the extent of their pecuniary interests
therein.
|
(3)
|
This percentage is
calculated based upon 45,305,304 shares deemed to be outstanding, which
includes (a) 30,810,304 shares reported to be outstanding as of
July 30, 2010 in the Issuers Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2010, (b) an aggregate of
13,495,000 shares of Common Stock newly issued by the Issuer in the Sale and
reported in the Issuers Form 8-K filed on July 6, 2010 and
(c) the warrant shares.
|
10
CUSIP No.
379890106
|
13D
|
|
|
1.
|
Name of Reporting Persons
Jenny Lee
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
(1)
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
WC
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
Singapore
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
8.
|
Shared Voting Power
5,089,177 shares of Common Stock (2)
|
|
9.
|
Sole Dispositive Power
|
|
10.
|
Shared Dispositive Power
5,089,177 shares of Common Stock (2)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
5,089,177 shares of Common Stock (2)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row 11
11.2% (3)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
This
Schedule is filed by the Reporting Persons. These Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13D.
|
(2)
|
Includes
(i) 4,009,439 shares of Common Stock held by Granite Global Ventures II
L.P., (ii) 980,500 shares that Granite Global Ventures II L.P. has the
right to acquire within 60 days of the date of this filing pursuant to
warrants to purchase shares of Common Stock of the Issuer, (iii) 79,738
shares of Common Stock held by GGV II Entrepreneurs Fund L.P., and
(iv) 19,500 shares that GGV II Entrepreneurs Fund L.P. has the right to
acquire within 60 days of the date of this filing pursuant to warrants to
purchase shares of Common Stock of the Issuer. Granite Global Ventures II
L.L.C. is the sole general partner of Granite Global Ventures II L.P. and GGV
II Entrepreneurs Fund L.P. and possesses sole power to direct the voting and
disposition of the shares owned by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial
ownership of the shares held by Granite Global Ventures II L.P. and GGV II
Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C. owns no securities
of the Issuer directly. Messrs. Ray A. Rothrock, Anthony Sun, Scott B.
Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas, K.
Ng, and Ms. Jenny Lee are members of the investment committee of Granite
Global Ventures II L.L.C. and share voting and dispositive power over the
shares held by Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund
L.P. These individuals disclaim beneficial ownership of the shares
beneficially owned by the above entities except to the extent of their
pecuniary interests therein.
|
(3)
|
This percentage is
calculated based upon 45,305,304 shares deemed to be outstanding, which
includes (a) 30,810,304 shares reported to be outstanding as of
July 30, 2010 in the Issuers Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2010, (b) an aggregate of
13,495,000 shares of Common Stock newly issued by the Issuer in the Sale and
reported in the Issuers Form 8-K filed on July 6, 2010 and
(c) the warrant shares.
|
11
CUSIP No.
379890106
|
13D
|
|
|
1.
|
Name of Reporting Persons
Hany M. Nada
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
(1)
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
WC
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
United States of America
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
104,718 shares of Common Stock (2)
|
|
8.
|
Shared Voting Power
5,089,177 shares of Common Stock (3)
|
|
9.
|
Sole Dispositive Power
104,718 shares of Common Stock (2)
|
|
10.
|
Shared Dispositive Power
5,089,177 shares of Common Stock (3)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
5,193,895 shares of Common Stock (2)(3)
|
|
|
12.
|
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row 11
11.5% (4)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
This Schedule is filed by
the Reporting Persons. These Reporting Persons expressly disclaim status as a
group for purposes of this Schedule 13D.
|
(2)
|
Shares with respect to
which Nada has sole voting power consist of 104,718 shares of Common Stock
issuable within 60 days of the date of this filing upon exercise of options
held by Nada. Nada is considered to have sole dispositive power over 104,718
of such shares, which shares have vested or are scheduled to be vested within
60 days of the date of this filing.
|
(3)
|
Includes (i) 4,009,439
shares of Common Stock held by Granite Global Ventures II L.P., (ii) 980,500
shares that Granite Global Ventures II L.P. has the right to acquire within
60 days of the date of this filing pursuant to warrants to purchase shares of
Common Stock of the Issuer, (iii) 79,738 shares of Common Stock held by GGV
II Entrepreneurs Fund L.P., and (iv) 19,500 shares that GGV II Entrepreneurs
Fund L.P. has the right to acquire within 60 days of the date of this filing
pursuant to warrants to purchase shares of Common Stock of the Issuer. Granite
Global Ventures II L.L.C. is the sole general partner of Granite Global
Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and possesses sole power
to direct the voting and disposition of the shares owned by Granite Global
Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed to have
indirect beneficial ownership of the shares held by Granite Global Ventures
II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures II L.L.C.
owns no securities of the Issuer directly. Messrs. Ray A. Rothrock, Anthony
Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M.
Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment
committee of Granite Global Ventures II L.L.C. and share voting and
dispositive power over the shares held by Granite Global Ventures II L.P. and
GGV II Entrepreneurs Fund L.P. These individuals disclaim beneficial
ownership of the shares beneficially owned by the above entities except to
the extent of their pecuniary interests therein.
|
(4)
|
This percentage is
calculated based upon 45,305,304 shares deemed to be outstanding, which
includes (a) 30,810,304 shares reported to be outstanding as of July 30, 2010
in the Issuers Form 10-Q filed with the Securities and Exchange Commission
on August 9, 2010, (b) an aggregate of 13,495,000 shares of Common Stock
newly issued by the Issuer in the Sale and reported in the Issuers Form 8-K
filed on July 6, 2010 and (c) the warrant shares.
|
12
CUSIP No.
379890106
|
13D
|
|
|
1.
|
Name of Reporting Persons
Thomas K. Ng
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
(1)
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
WC
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
United States of America
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
8.
|
Shared Voting Power
5,089,177 shares of Common Stock (2)
|
|
9.
|
Sole Dispositive Power
|
|
10.
|
Shared Dispositive Power
5,089,177 shares of Common Stock (2)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
5,089,177 shares of Common Stock (2)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row 11
11.2% (3)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
This
Schedule is filed by the Reporting Persons. These Reporting Persons expressly
disclaim status as a group for purposes of this Schedule 13D.
|
(2)
|
Includes (i) 4,009,439
shares of Common Stock held by Granite Global Ventures II L.P., (ii) 980,500
shares that Granite Global Ventures II L.P. has the right to acquire within
60 days of the date of this filing pursuant to warrants to purchase shares of
Common Stock of the Issuer, (iii) 79,738 shares of Common Stock held by GGV
II Entrepreneurs Fund L.P., and (iv) 19,500 shares that GGV II Entrepreneurs
Fund L.P. has the right to acquire within 60 days of the date of this filing
pursuant to warrants to purchase shares of Common Stock of the Issuer.
Granite Global Ventures II L.L.C. is the sole general partner of Granite
Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and possesses sole
power to direct the voting and disposition of the shares owned by Granite
Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P. and may be deemed
to have indirect beneficial ownership of the shares held by Granite Global
Ventures II L.P. and GGV II Entrepreneurs Fund L.P. Granite Global Ventures
II L.L.C. owns no securities of the Issuer directly. Messrs. Ray A. Rothrock,
Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany
M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members of the investment
committee of Granite Global Ventures II L.L.C. and share voting and
dispositive power over the shares held by Granite Global Ventures II L.P. and
GGV II Entrepreneurs Fund L.P. These individuals disclaim beneficial
ownership of the shares beneficially owned by the above entities except to
the extent of their pecuniary interests therein.
|
(3)
|
This percentage is
calculated based upon 45,305,304 shares deemed to be outstanding, which
includes (a) 30,810,304 shares reported to be outstanding as of July 30, 2010
in the Issuers Form 10-Q filed with the Securities and Exchange Commission
on August 9, 2010, (b) an aggregate of 13,495,000 shares of Common Stock
newly issued by the Issuer in the Sale and reported in the Issuers Form 8-K
filed on July 6, 2010 and (c) the warrant shares.
|
13
Introductory Note
: This
statement on Schedule 13D filed with the Securities and Exchange Commission
(the Commission) is being filed on behalf of Granite Global Ventures II L.P.,
a limited partnership organized under the laws of the State of Delaware, GGV II
Entrepreneurs Fund L.P., a limited partnership organized under the laws of the
State of Delaware, Granite Global Ventures II L.L.C., a limited liability
company organized under the laws of the State of Delaware (collectively, the GGV
Entities), Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D.
Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas K. Ng and Ms. Jenny Lee
(collectively with the GGV Entities, the Reporting Persons) in respect of
shares of Common Stock, $0.0001 par value per share (Common Stock), of Glu
Mobile, Inc. (the Issuer).
Item 1.
|
Security and Issuer.
|
This
statement relates to shares of Common Stock, $0.0001 par value, of Glu Mobile
Inc. having its principal executive office at 2207 Bridgepointe Parkway, Suite 250, San Mateo, California 94404.
Item 2.
|
Identity and Background.
|
(a)
The name of the reporting
persons are Granite Global Ventures II L.P. (GGV II), GGV II Entrepreneurs
Fund L.P. (GGV II Entrepreneurs), Granite Global Ventures II L.L.C., (GGV II
LLC)., Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman,
Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas K. Ng and Ms. Jenny Lee. A copy of their agreement in writing to file
this statement of behalf of each of them is attached hereto as Exhibit A. GGV II and GGV II Entrepreneurs are limited
partnerships organized under the laws of the State of Delaware. GGV II LLC, a limited liability company
organized under the laws of the State of Delaware, is the general partner of
GGV II and GGV II Entrepreneurs. Messrs.
Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Hany M. Nada,
Thomas K. Ng, Glenn Solomon, Jixun Foo, and Ms. Jenny Lee are members of the
investment committee of GGV II LLC.
(b)
The business address for GGV
II, GGV II Entrepreneurs, GGV II LLC, and Messrs. Scott B. Bonham, Joel D.
Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas K. Ng and Ms. Jenny Lee
is 2494 Sand Hill Road, Suite 100, Menlo
Park, CA 94025.
The
business address for Mr. Ray A. Rothrock is 3340 Hillview Avenue, Palo
Alto, CA 94304.
The
business address for Mr. Anthony Sun is 76 Inglewood Lane, Atherton,
CA 94027.
(c)
Messrs. Scott B. Bonham,
Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas K. Ng, and Ms.
Jenny Lee are managing members and investment committee members of GGV II
LLC. The address for Messrs. Scott B.
Bonham, Joel D. Kellman, Jixun Foo, Glenn Solomon, Hany M. Nada, Thomas K. Ng,
and Ms. Jenny Lee is 2494 Sand Hill Road, Suite 100, Menlo Park, CA 94025. The principal business for each of the
forgoing reporting persons is the venture capital investment business.
Mr. Ray
A. Rothrock is a Partner of Venrock and investment committee member of GGV II
LLC. The address for Mr. Ray A. Rothrock is 3340 Hillview Avenue,
Palo Alto, CA 94304. The principal business for Mr. Ray A. Rothrock
is the venture capital investment business.
Mr.
Anthony Sun is an investment committee member of GGV II LLC. The address for Mr. Anthony Sun is 76
Inglewood Lane, Atherton, CA 94027. The principal business for Mr. Anthony
Sun is the venture capital investment business.
(d)
During the last five years,
none of the Reporting Persons, to the knowledge of the Reporting Persons, has
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
During the last five years,
none of the Reporting Persons, to the knowledge of the Reporting Persons, has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f)
GGV II and GGV II
Entrepreneurs are limited partnerships organized under the laws of the State of
Delaware. GGV II LLC is a limited
liability company organized under the laws of the State of Delaware. Messrs. Joel D. Kellman, Hany M. Nada, Thomas
K. Ng, Anthony Sun, Ray A. Rothrock and Glenn Solomon are citizens of the
USA. Mr. Scott B. Bonham is a Canadian
14
citizen. Mr. Jixun Foo and Ms. Jenny Lee are citizens
of Singapore.
In
accordance with the provisions of General Instruction C to Schedule 13D,
information concerning the managers and each other person controlling GGV II
LLC (the Listed Persons) required by Item 2 of Schedule 13D is listed on
Schedule 1 hereto and is incorporated by reference herein.
Item 3.
|
Source and Amount of Funds or
Other Consideration.
|
On
August 28, 2009, GGV II and GGV II Entrepreneurs entered into that certain
Stock Purchase Plan with Piper Jaffray & Co. to acquire shares of common
stock of the Issuer (the Purchase Plan) in accordance with the requirements
of SEC Rule 10b5-1(c)(1). Pursuant to
the Purchase Plan, GGV II and GGV II Entrepreneurs acquired 980,500 and 19,500
shares, respectively, of the Issuers Common Stock, par value $0.0001 per
share, at an average price of $1.0547 per share and an aggregate gross purchase
price of $1,084,659.60. The shares were
acquired on three settlement dates: September 1, 2009, October 26, 2009 and
October 27, 2009. GGV II and GGV II
Entrepreneurs received the funds through contributions of capital from their
respective limited partners. No part of
the purchase price of the Securities was represented by funds or other
consideration borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the Securities.
Mr. Nada serves on the Issuers Board of Directors and is a Managing
Member and Investment Committee Member of GGV II LLC.
On
August 27, 2010, GGV II purchased 1,961,000 shares of Common Stock and warrants
to purchase, subject to certain limitations, 980,500 shares of Common Stock
(the Warrant Shares), and GGV II Entrepreneurs purchased 39,000 shares of
Common Stock and 19,500 Warrant Shares from the Issuer in a
privately-negotiated transaction by the GGV Entities and certain other
purchasers at an aggregate purchase price to GGV II of $1,961,000 and an
aggregate purchase price to GGV II Entrepreneurs of $39,000. GGV II and GGV II Entrepreneurs received the
funds through contributions of capital from their respective limited
partners. No part of the purchase price
of the Securities was represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
Securities.
Item 4.
|
Purpose of Transaction.
|
The
Reporting Persons acquired the securities in open market transactions for
investment purposes with the aim of increasing the value of their investments.
Subject
to applicable legal requirements, one or more of the GGV Entities may purchase
additional securities of the Issuer from time to time in open market or private
transactions, depending on their evaluation of the Issuers business, prospects
and financial condition, the market for the Issuers securities, other
developments concerning the Issuer, the reaction of the Issuer to the GGV
Entities ownership of the Issuers securities, other opportunities available
to the GGV Entities, and general economic, money market and stock market
conditions. In addition, depending upon the factors referred to above, the GGV
Entities may dispose of all or a portion of their securities of the Issuer at
any time. Each of the GGV Entities reserves the right to increase or decrease
its holdings on such terms and at such times as each may decide.
Other
than as described above in this Item 4, none of the GGV Entities have any plan
or proposal relating to or that would result in: (a) the acquisition by any
person of additional securities of the Issuer or the disposition of securities
of the Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the Board of Directors or management of the
Issuer, including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the Board of Directors of the
Issuer; (e) any material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the Issuers business or
corporate structure; (g) any changes in the Issuers charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) a class of securities
of the Issuer being de-listed from a national securities exchange or ceasing to
be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (j) any action similar to those enumerated above.
15
Item 5 (a) and (b).
Interest
in Securities of the Issuer.
The
following information with respect to the ownership of the Common Stock by the
Reporting Persons filing this statement on Schedule 13D is provided as of
September 9, 2010:
GGV Entity
|
|
Shares Held
Directly
|
|
Shares
Issuable Upon
Exercise of
Options Held
Directly (1)
|
|
Common Stock
Issuable Upon
Exercise of
Common Stock
Purchase Warrants
|
|
Sole
Voting
Power
|
|
Shared
Voting Power
(2)
|
|
Sole
Dispositive
Power
|
|
Shared
Dispositive
Power (2)
|
|
Beneficial
Ownership
(2)
|
|
Percentage of
Class (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GGV II
|
|
4,009,439
|
|
0
|
|
980,500
|
|
0
|
|
5,089,177
|
|
0
|
|
5,089,177
|
|
5,089,177
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GGV II Entrepreneurs
|
|
79,738
|
|
0
|
|
19,500
|
|
0
|
|
5,089,177
|
|
0
|
|
5,089,177
|
|
5,089,177
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GGV II LLC
|
|
0
|
|
0
|
|
0
|
|
0
|
|
5,089,177
|
|
0
|
|
5,089,177
|
|
5,089,177
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ray A. Rothrock
|
|
0
|
|
0
|
|
0
|
|
0
|
|
5,089,177
|
|
0
|
|
5,089,177
|
|
5,089,177
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony Sun
|
|
0
|
|
0
|
|
0
|
|
0
|
|
5,089,177
|
|
0
|
|
5,089,177
|
|
5,089,177
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott B. Bonham
|
|
0
|
|
0
|
|
0
|
|
0
|
|
5,089,177
|
|
0
|
|
5,089,177
|
|
5,089,177
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joel D. Kellman
|
|
0
|
|
0
|
|
0
|
|
0
|
|
5,089,177
|
|
0
|
|
5,089,177
|
|
5,089,177
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hany M. Nada (4)
|
|
0
|
|
104,718
|
|
0
|
|
104,718
|
|
5,089,177
|
|
104,718
|
|
5,089,177
|
|
5,193,895
|
|
11.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jixun Foo
|
|
0
|
|
0
|
|
0
|
|
0
|
|
5,089,177
|
|
0
|
|
5,089,177
|
|
5,089,177
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Glenn Solomon
|
|
0
|
|
0
|
|
0
|
|
0
|
|
5,089,177
|
|
0
|
|
5,089,177
|
|
5,089,177
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jenny Lee
|
|
0
|
|
0
|
|
0
|
|
0
|
|
5,089,177
|
|
0
|
|
5,089,177
|
|
5,089,177
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas K. Ng
|
|
0
|
|
0
|
|
0
|
|
0
|
|
5,089,177
|
|
0
|
|
5,089,177
|
|
5,089,177
|
|
11.2
|
%
|
(1)
Comprised of securities exercisable within 60 days of the date of this
filing.
(2)
GGV II LLC is the sole general partner of GGV II and GGV II
Entrepreneurs and possesses sole power to direct the voting and disposition of
the shares owned by GGV II and GGV II Entrepreneurs and may be deemed to have
indirect beneficial ownership of the shares held by GGV II and GGV II
Entrepreneurs. GGV II LLC owns no
securities of the Issuer directly.
Messrs. Ray A. Rothrock, Anthony Sun, Scott B. Bonham, Joel D. Kellman, Jixun
Foo, Glenn Solomon, Hany M. Nada, Thomas, K. Ng, and Ms. Jenny Lee are members
of the investment committee of GGV II LLC and share voting and dispositive
power over the shares held by GGV II and GGV II Entrepreneurs. These individuals disclaim beneficial
ownership of the shares beneficially owned by the above entities except to the
extent of their respective pecuniary interests therein.
(3)
This percentage is calculated based upon 45,305,304 shares deemed to be
outstanding, which includes (a) 30,810,304 shares reported to be outstanding as
of July 30, 2010 in the Issuers Form 10-Q filed with the Securities and
Exchange Commission on August 9, 2010, (b) an aggregate of 13,495,000 shares of
Common Stock newly issued by the Issuer in the Sale and reported in the Issuers
Form 8-K filed on July 6, 2010 and (c) the warrant shares.
(4) Mr. Nada,
who serves as on the Board of Directors of the Issuer, has options to purchase
104,718 shares of the Issuers Common Stock. Options were granted on June 3,
2010 for 20,100 shares. Such shares are immediately exercisable.
The option vests over 12 months, with 8.333% of the shares vesting on July 3,
2010 and the remaining shares vesting in equal monthly installments thereafter
and subject to being fully vested in 2010. Options were also granted on
May 29, 2009 for 20,100 shares. Such shares are immediately
exercisable. The option vests monthly over one year, with the first 1/12
vesting on June 29, 2009. Options were also granted on June 4,
2008 for 31,185 shares. Such shares are immediately exercisable.
The option vests monthly over one year, with the first 1/12 vesting on July 3,
2008. Options were also granted on March 21, 2007 for 33,000
shares. Such shares are immediately exercisable. The option vests
over three years with 16 2/3% of the shares vesting six months after grant, and
the remaining shares vesting in equal monthly installments thereafter.
Options were also granted on April 20, 2007 for 333 shares. Such
shares are immediately exercisable. The option vests over three years
with 16 2/3% of the shares vesting September 21, 2007. The remaining
shares vest in equal monthly installments thereafter.
Item 5(c).
|
Except as set forth in
Item 3 above, none of the Reporting Persons has effected any transaction in
shares of Common Stock during the past 60 days.
|
|
|
Item 5(d).
|
No other person is known
to have the right to receive or the power to direct the receipt of dividends
from or any proceeds from the sale of the shares of Common Stock beneficially
owned by the
|
16
|
Reporting Persons.
|
|
|
Item 5(e).
|
Not applicable.
|
|
|
Item 6.
|
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
|
The information provided and
incorporated by reference in Items 3, 4 and 5 is hereby incorporated by
reference.
Other
than as described in this Schedule 13D, to the best of the Reporting Persons
knowledge, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities of the
Issuer.
Item 7.
|
Materials to Be Filed as
Exhibits.
|
|
|
|
Exhibit 1 Agreement regarding filing of joint Schedule 13D.
|
|
|
|
Exhibit 2 Stock Purchase Plan dated August 28, 2009 by and among
GGV II, GGV II Entrepreneurs and Piper Jaffray & Co.
|
|
|
|
Exhibit 3 Purchase Agreement dated June 30, 2010 (Incorporated by
reference from the Issuers Form 8-K filed with the Commission on July 6,
2010).
|
|
|
|
Exhibit 4 Stock Purchase Warrant dated August 27, 2010
(Incorporated by reference from the Issuers Form 8-K filed with the
Commission on July 6, 2010).
|
17
SIGNATURES
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.
September 9, 2010
|
GRANITE GLOBAL VENTURES II
L.P.
|
|
GGV II ENTREPRENEURS FUND
L.P.
|
|
|
|
|
BY:
|
GRANITE
GLOBAL VENTURES II L.L.C.
|
|
ITS:
|
GENERAL
PARTNER
|
|
|
|
|
|
|
|
By:
|
/s/
Hany M. Nada
|
|
|
Hany M. Nada
|
|
|
Manager
|
|
|
|
September 9, 2010
|
GRANITE GLOBAL VENTURES II
L.L.C.
|
|
|
|
|
|
|
|
By:
|
/s/
Hany M. Nada
|
|
|
Hany M. Nada
|
|
|
Manager
|
|
|
|
|
|
|
September
9, 2010
|
By:
|
/s/ Ray A. Rothrock
|
|
|
Ray A. Rothrock
|
|
|
|
|
|
|
September
9, 2010
|
By:
|
/s/ Anthony Sun
|
|
|
Anthony Sun
|
|
|
|
|
|
|
September
9, 2010
|
By:
|
/s/ Scott B. Bonham
|
|
|
Scott B. Bonham
|
|
|
|
|
|
|
September
9, 2010
|
By:
|
/s/ Joel D. Kellman
|
|
|
Joel D. Kellman
|
|
|
|
|
|
|
September
9, 2010
|
By:
|
/s/ Hany M. Nada
|
|
|
Hany M. Nada
|
|
|
|
|
|
|
September
9, 2010
|
By:
|
/s/ Jixun Foo
|
|
|
Jixun Foo
|
|
|
|
|
|
|
September
9, 2010
|
By:
|
/s/ Glenn Solomon
|
|
|
Glenn Solomon
|
|
|
|
|
|
|
September
9, 2010
|
By:
|
/s/ Jenny Lee
|
|
|
Jenny Lee
|
|
|
|
|
|
|
September
9, 2010
|
By:
|
/s/ Thomas K. Ng
|
|
|
Thomas K. Ng
|
|
ATTENTION:
|
|
Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)
|
18
SCHEDULE
I
Managing Members and Investment
Committee Members:
Ray A. Rothrock
3340
Hillview Avenue
Palo
Alto, California 94304
Principal Occupation:
Partner of Venrock and
Investment Committee Member of
Granite
Global Ventures II L.L.C.,
which serves as the general partner of
Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: United States of America
Anthony Sun
76
Inglewood Lane
Atherton,
California 94027
Principal Occupation:
Investment Committee Member
of
Granite Global Ventures II L.L.C.,
which serves as
the general partner of Granite Global Ventures II L.P. and GGV II Entrepreneurs
Fund L.P.
Citizenship: United States of America
Scott B. Bonham
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation:
Managing Member and
Investment Committee Member of
Granite
Global Ventures II L.L.C.,
which serves as the general partner of
Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: Canada
Joel D. Kellman
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation:
Managing Member and
Investment Committee Member of
Granite
Global Ventures II L.L.C.,
which serves as the general partner of
Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: United States of America
Hany M. Nada
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation:
Managing Member and
Investment Committee Member of
Granite
Global Ventures II L.L.C.,
which serves as the general partner of
Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: United States of America
Jixun Foo
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation:
Managing Member and
Investment Committee Member of
Granite
Global Ventures II L.L.C.,
which serves as the general partner of
Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: Singapore
Glenn Solomon
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation:
Managing Member and
Investment Committee Member of
Granite
Global Ventures II L.L.C.,
which serves as the general partner of
Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: United States of America
19
Jenny Lee
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation:
Managing Member and Investment
Committee Member of
Granite Global
Ventures II L.L.C.,
which serves as the general partner of Granite
Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: Singapore
Thomas K. Ng
c/o GGV Capital
2494 Sand Hill Road, Suite 100
Menlo Park, California 94025
Principal Occupation:
Managing Member and
Investment Committee Member of
Granite
Global Ventures II L.L.C.,
which serves as the general partner of
Granite Global Ventures II L.P. and GGV II Entrepreneurs Fund L.P.
Citizenship: United States of America
20
EXHIBIT 1
JOINT
FILING STATEMENT
I, the undersigned, hereby
express my agreement that the attached Schedule 13D (and any amendments
thereto) relating to the common stock of Glu Mobile, Inc. is filed on
behalf of each of the undersigned.
September 9, 2010
|
GRANITE GLOBAL VENTURES II
L.P.
|
|
GGV II ENTREPRENEURS FUND
L.P.
|
|
|
|
|
BY:
|
GRANITE
GLOBAL VENTURES II L.L.C.
|
|
ITS:
|
GENERAL
PARTNER
|
|
|
|
|
|
|
|
By:
|
/s/ Hany M. Nada
|
|
|
Hany M. Nada
|
|
|
Manager
|
|
|
|
September 9, 2010
|
GRANITE GLOBAL VENTURES II
L.L.C.
|
|
|
|
|
|
|
|
By:
|
/s/ Hany M. Nada
|
|
|
Hany M. Nada
|
|
|
Manager
|
|
|
|
September
9, 2010
|
By:
|
/s/ Ray A. Rothrock
|
|
|
Ray A. Rothrock
|
|
|
|
|
|
|
September
9, 2010
|
By:
|
/s/ Anthony Sun
|
|
|
Anthony Sun
|
|
|
|
|
|
|
September
9, 2010
|
By:
|
/s/ Scott B. Bonham
|
|
|
Scott B. Bonham
|
|
|
|
|
|
|
September
9, 2010
|
By:
|
/s/ Joel D. Kellman
|
|
|
Joel D. Kellman
|
|
|
|
|
|
|
September
9, 2010
|
By:
|
/s/ Hany M. Nada
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Hany M. Nada
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September
9, 2010
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By:
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/s/ Jixun Foo
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Jixun Foo
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September
9, 2010
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By:
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/s/ Glenn Solomon
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Glenn Solomon
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September
9, 2010
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By:
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/s/ Jenny Lee
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Jenny Lee
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September
9, 2010
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By:
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/s/ Thomas K. Ng
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Thomas K. Ng
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21
EXHIBIT 2
Stock Purchase Plan
This Stock Purchase Plan (this Plan) is entered into
this 28th day of August, 2009 between Granite Global Ventures II L.P. and GGV
II Entrepreneurs Fund L.P. (together, the Participant) and Piper Jaffray &
Co. (the Broker).
Recitals
The Participant desires to establish this Plan to
systematically buy shares of common stock (the Stock) of Glu Mobile Inc.
(GLUU) (the Issuer).
The Participant desires to engage the Broker to effect
purchases of shares of the Stock in accordance with this Plan.
The Stock is principally traded on the NASDAQ (the Exchange).
Agreement
Therefore, the Participant and the Broker hereby agree
as follows:
1.
The Broker shall use its best efforts to effect a purchase (each a Planned
Transaction), commencing September 29, 2009 as follows:
The Broker will use its best efforts to purchase up to
1,000,000 shares using a $1.10 price limit. Purchases will not exceed 25% of
each days trading volume with the exception of block sizes that are a minimum
of 10,000 shares in size. All purchases will be allocated on a pro rata basis
as described below (round where necessary).
·
Granite Global Venture II LP (98.05%)
·
GGV II Entrepreneurs Fund LP (1.95%)
2.
This Plan shall become effective on the date hereof and shall terminate
on the earliest to occur of (check as many as apply):
o
the termination of the Participants position
as a (director) (officer) of the Issuer;
o
aggregate purchase price of
$
having been paid;
x
1,000,000 shares of Stock purchased,
including any purchases made outside of this Plan with the Broker on or after August 26,
2009;
x
Close of business on September 29, 2010;
or
o
the death of the Participant.
Notwithstanding the foregoing provisions of this
Paragraph 2, the Participant may terminate this Plan at any time by providing
written notice of termination prior to the requested date of termination.
22
3.
The Participant understands that if the Broker is not able to effect a
Planned Transaction due to a market disruption or a legal, regulatory, or
contractual restriction applicable to the Broker, then such Planned Transaction
shall be canceled and shall not be effected pursuant to this Plan. The Broker
shall effect such Planned Transaction as promptly as practical after the
cessation or termination of such market disruption, applicable restriction, or
other event.
4.
The Participant represents and warrants that he or she:
(a)
is not currently aware of any material nonpublic information with respect
to the Issuer or any securities of the Issuer (including the Stock);
(b)
is not subject to any legal, regulatory, or contractual restriction or
undertaking that would prevent the Broker from conducting the Planned
Transactions in accordance with this Plan;
(c)
is entering into this Plan in good faith and not as part of a plan or
scheme to evade the prohibitions of SEC Rule 10b5-1;
(d)
is an affiliate of the Issuer for purposes of SEC Rule 144; and
(e)
is currently able to purchase shares of Stock in accordance with the
Issuers insider-trading policies and has obtained the approval of the Issuers
General Counsel (or other appropriate compliance officer) to enter into this
Plan at this time which approval is evidenced below by the Issuers
acknowledgement hereof.
5.
The Participant shall immediately notify the Broker if the Participant
becomes subject to a legal, regulatory, or contractual restriction or
undertaking that would prevent the Broker from making Planned Transactions
under this Plan, and, in such a case, the Participant and the Broker shall
cooperate to amend or otherwise revise this Plan to take account of the
restriction or undertaking (but neither party shall be obligated to take any
action that would be inconsistent with SEC Rule 10b5-1(c)).
6.
It is the parties intent that this Plan comply with the requirements of
SEC Rule 10b5-1(c)(1) and this Plan shall be interpreted to comply
with the requirements thereof. Any
provision of this Plan that cannot be construed in accordance with Rule 10b5-1(c) shall
be void.
7.
The Participant acknowledges that the Issuer may suspend the Planned
Transactions at such times and for such periods as may be advisable to ensure
compliance with, among other things, applicable securities laws and
regulations, rules of the Exchange, or contractual or accounting
requirements in connection with acquisitions or dispositions by the Issuer
or the Issuers purchases of its securities. Any such suspension shall be communicated to
the Broker in writing by the Issuers General Counsel or other appropriate
compliance officer and shall contain an acknowledgment that such suspension is
being made in accordance with Rule 10b5-1(c).
23
8.
The Broker agrees not to use any information about the Planned
Transactions in connection with purchases or sales of, or trading in, any
securities of the Issuer, or derivative securities thereof, or provide other
people with such information or recommend that other people buy or sell
securities based upon such information.
9.
The Participant agrees to make, or to assist the Issuer in making, all
filings required under Sections 13(d) and 16 of the Securities Exchange
Act of 1934 (
e.g.
, Forms 4 and 5) with respect
to the Planned Transactions. The Broker
shall have no responsibility for any such filings.
10.
The Participant agrees that the Issuer, in its discretion, may publicly
disclose the existence and terms of this Plan.
11.
All share numbers and dollar amounts set forth in this Plan shall
automatically be adjusted to reflect stock splits, stock dividends, and similar
events occurring after the date hereof.
12.
The Participant may trade in securities of the Issuer in addition to the
Planned Transaction, provided that the Participant complies with the
insider-trading policies of the Issuer and applicable regulatory requirements and
the Participant does not enter into or alter a corresponding or hedging
transaction or position with respect to the Planned Transactions. The Participant agrees to promptly notify the
Broker of any transaction in the Stock by the Participant other than a Planned
Transaction pursuant to this Plan.
13.
This Plan may be amended only by a writing executed by the Participant
and the Broker that is acknowledged by the Issuer. Any such writing shall contain the
Participants representation that he or she knows of no material nonpublic
information regarding the Issuer or any of its securities (including the Stock)
as of the date thereof.
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IN WITNESS WHEREOF, the undersigned have signed this
Plan as of the date first written above.
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PARTICIPANT
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By Hany Nada, Managing Director
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Granite Global Ventures II L.L.C.,
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General Partner of
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Granite Global Ventures II L.P. and
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GGV II Entrepreneurs Fund L.P.
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PIPER JAFFRAY & CO.
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By:
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Jay A. Hershey
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Its:
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Managing Director
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Acknowledged by:
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GLU MOBILE INC.
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By:
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Its:
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25
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