| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OOMA INC [ OOMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/22/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/22/2015 | C | 5,957,128 | A | $0.00 | 6,101,150 | I | By entities associated with Worldview Technology Partners(1) | ||
| Common Stock | 07/22/2015 | C | 400,000 | A | $0.00 | 6,501,150 | I | By entities associated with Worldview Technology Partners(1) | ||
| Common Stock | 07/22/2015 | C | 208,360 | A | $0.00 | 6,709,510 | I | By entities associated with Worldview Technology Partners(1) | ||
| Common Stock | 47,948 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series Alpha Convertible Preferred Stock | (2) | 07/22/2015 | C | 5,957,128 | (2) | (2) | Common Stock | 5,957,128 | $0.00 | 0 | I | By entities associated with Worldview Technology Partners(1) | |||
| Series Alpha-1 Convertible Preferred Stock | (3) | 07/22/2015 | C | 400,000 | (3) | (3) | Common Stock | 400,000 | $0.00 | 0 | I | By entities associated with Worldview Technology Partners(1) | |||
| Series Beta Convertible Preferred Stock | (4) | 07/22/2015 | C | 95,814 | (4) | (4) | Common Stock | 208,360 | $0.00 | 0 | I | By entities associated with Worldview Technology Partners(1) | |||
| Explanation of Responses: |
| 1. Shares held directly by Worldview Strategic Partners IV, L.P. ("Strategic IV"), Worldview Technology International IV, L.P. ("International IV") and Worldview Technology Partners IV, L.P. ("Technology IV" and, together with Strategic IV and International IV, the "Worldview IV Funds"). Worldview Capital IV, L.P., the general partner of each of the Worldview IV Funds, and Worldview Equity I, L.L.C., the general partner of Worldview Capital IV, L.P., may each be deemed to have sole voting and dispositive power over the shares held by the Worldview IV Funds. The Reporting Person, as a managing member of Worldview Equity I, L.L.C., may be deemed to share voting and dispositive power over the shares held by the Worldview IV Funds. The Reporting Person disclaims beneficial ownership of the shares held by the Worldview IV Funds, except to the extent of any pecuniary interest therein. |
| 2. The Series Alpha Convertible Preferred Stock converted into the issuer's common stock on a one-for-one basis upon the closing of the issuer's initial public offering. The Series Alpha Convertible Stock had no expiration date. |
| 3. The Series Alpha-1 Convertible Preferred Stock converted into the issuer's common stock on a one-for-one basis upon the closing of the issuer's initial public offering. The Series Alpha-1 Convertible Preferred Stock had no expiration date. |
| 4. Each share of Series Beta convertible preferred stock converted into that number of the issuer's common stock equal to the ratio of $21.2028 divided by $9.75 upon the closing of the issuer's initial public offering. The Series Beta Convertible Stock had no expiration date. |
| Remarks: |
| /s/ James N. Strawbridge, as attorney-in-fact for James Wei | 07/22/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||