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1
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NAME OF REPORTING PERSONS
Venture Investors Early Stage Fund IV Limited Partnership
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
|
SHARED VOTING POWER
1,000,092
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7
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SOLE DISPOSITIVE POWER
0
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|
8
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SHARED DISPOSITIVE POWER
1,000,092
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|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,092
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|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%
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12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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|
1
|
NAME OF REPORTING PERSONS
Venture Investors LLC
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) ¨
(b) ¨
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
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|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,000,092
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,000,092
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,092 (1)
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(1)
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Represents shares beneficially owned by Venture Investors Early Stage Fund IV Limited Partnership.
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1
|
NAME OF REPORTING PERSONS
VIESF IV GP LLC
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
|
(a) ¨
(b) ¨
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,000,092
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,000,092
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,092 (1)
|
|||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%
|
|||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|||
|
(1)
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Represents shares beneficially owned by Venture Investors Early Stage Fund IV Limited Partnership
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Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Item 2(a).
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Name of Persons Filing:
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The persons filing this Schedule 13G (the “Reporting Persons”) are: Venture Investors Early Stage Fund IV Limited Partnership; Venture Investors LLC, the fund manager for Venture Investors Early Stage Fund IV Limited Partnership and VIESF IV GP LLC, the general partner of Venture Investors Early Stage Fund IV Limited Partnership.
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The joint filing agreement of the Reporting Persons was previously filed as Exhibit 1 to the Schedule 13G filed February 9, 2015.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The business address for the Reporting Persons is 505 South Rosa Road, Suite 201, Madison, Wisconsin 53719.
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Item 2(c).
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Citizenship:
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Venture Investors Early Stage Fund IV Limited Partnership is a Delaware limited partnership.
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Venture Investors LLC is a Wisconsin limited liability company.
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VIESF IV GP LLC is a Delaware limited liability company.
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Item 2(d).
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Title of Class of Securities:
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Item 2(e).
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CUSIP Number:
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Item 3.
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If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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N/A
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The following list sets forth the aggregate number and percentage (based on 30,631,737 shares of Common Stock outstanding as of November 5, 2015 as reported in the Issuer’s Form 10-Q, as filed on November 9, 2015) of outstanding shares of common stock owned beneficially by the Reporting Persons:
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(a)
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Amount Beneficially Owned: 1,000,092
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(b)
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Percent of Class: 3.3%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 1,000,092
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 1,000,092
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(a)
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Amount Beneficially Owned: 1,000,092
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(b)
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Percent of Class: 3.3%
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(c)
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Number of shares as to which such person has:
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|
(i)
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sole power to vote or to direct the vote: 0
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(ii)
|
shared power to vote or to direct the vote: 1,000,092
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 1,000,092
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The amount beneficially owned consists of 1,000,092 shares of common stock held by Venture Investors Early Stage Fund IV Limited Partnership. VIESF IV GP LLC, as the general partner of Venture Investors Early Stage Fund IV Limited Partnership, may be deemed to share voting and dispositive power with regard to the shares of Common Stock held by Venture Investors Early Stage Fund IV Limited Partnership. VIESF IV GP LLC is under the control of John Neis, Paul M. Weiss, Scott Button, George Arida, James R. Adox, Loren G. Peterson and Venture Investors Southwest LLC (the “Members”). However, action by VIESF IV GP LLC requires majority consent by the Members, including voting and investment decisions by VIESF IV GP LLC regarding securities held by Venture Investors Early Stage Fund IV Limited Partnership. So, the Members apply the rule commonly known as the “Rule of Three,” and thus does not deem themselves to have voting or investment control of securities held by Venture Investors Early Stage Fund IV Limited Partnership.
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(a)
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Amount Beneficially Owned: 1,000,092
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(b)
|
Percent of Class: 3.3%
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(c)
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Number of shares as to which such person has:
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|
(i)
|
sole power to vote or to direct the vote: 0
|
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|
(ii)
|
shared power to vote or to direct the vote: 1,000,092
|
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(iii)
|
sole power to dispose or to direct the disposition of: 0
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(iv)
|
shared power to dispose or to direct the disposition of: 1,000,092
|
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The amount beneficially owned consists of 1,000,092 shares of common stock held by Venture Investors Early Stage Fund IV Limited Partnership. Venture Investors LLC, as the investment advisor to Venture Investors Early Stage Fund IV Limited Partnership, may be deemed to share voting and dispositive power with regard to the shares of Common Stock held by Venture Investors Early Stage Fund IV Limited Partnership.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following S.
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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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N/A
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N/A
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N/A
|
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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VENTURE INVESTORS EARLY STAGE FUND IV LIMITED PARTNERSHIP
By: VIESF IV GP LLC
General Partner
By: /s/ Loren G. Peterson
Loren G. Peterson
Managing Director and CFO
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VENTURE INVESTORS LLC
By: /s/ Loren G. Peterson
Loren G. Peterson
Managing Director and CFO
|
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VIESF IV GP LLC
By: /s/ Loren G. Peterson
Loren G. Peterson
Managing Director and CFO
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