05/12/2026 | Press release | Distributed by Public on 05/12/2026 17:17
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| SERIES A-1 PREFERRED STOCK | (1) | 05/08/2026 | C | 32,719 | (1) | (1) | COMMON STOCK | 32,719 | $ 0 | 0 | D(2) | ||||
| SERIES A-2 PREFERRED STOCK | (1) | 05/08/2026 | C | 36,196 | (1) | (1) | COMMON STOCK | 36,196 | $ 0 | 0 | D(2) | ||||
| SERIES A-3 PREFERRED STOCK | (1) | 05/08/2026 | C | 12,247 | (1) | (1) | COMMON STOCK | 12,247 | $ 0 | 0 | D(2) | ||||
| SERIES B PREFERRED STOCK | (1) | 05/08/2026 | C | 31,789 | (1) | (1) | COMMON STOCK | 31,789 | $ 0 | 0 | D(2) | ||||
| SERIES C PREFERRED STOCK | (1) | 05/08/2026 | C | 5,017,739 | (1) | (1) | COMMON STOCK | 5,017,739 | $ 0 | 0 | D(2) | ||||
| SERIES D PREFERRED STOCK | (1) | 05/08/2026 | C | 220,162 | (1) | (1) | COMMON STOCK | 220,162 | $ 0 | 0 | D(2) | ||||
| SERIES D-1 PREFERRED STOCK | (1) | 05/08/2026 | C | 278,635 | (1) | (1) | COMMON STOCK | 278,635 | $ 0 | 0 | D(2) | ||||
| SERIES E PREFERRED STOCK | (1) | 05/08/2026 | C | 212,050 | (1) | (1) | COMMON STOCK | 212,050 | $ 0 | 0 | D(2) | ||||
| WARRANT TO PURCHASE COMMON STOCK | $0.01 | 05/08/2026 | M | 30,645 | (3) | (3) | COMMON STOCK | 30,645 | $ 0 | 0 | D(6) | ||||
| WARRANT TO PURCHASE COMMON STOCK | $0.01 | 05/08/2026 | M | 85,273 | (4) | (4) | COMMON STOCK | 85,273 | $ 0 | 0 | D(6) | ||||
| WARRANT TO PURCHASE COMMON STOCK | $11.747 | 05/08/2026 | M | 13,535 | (5) | (5) | COMMON STOCK | 13,535 | $ 0 | 0 | D(6) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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NightDragon Growth I, L.P. 101 2ND STREET, SUITE 1275 SAN FRANCISCO, CA 94105 |
VC FUND PRE-IPO INVESTMENT | |||
| NightDragon Growth I, L.P. by NightDragon GP I, LLC /s/ Tony Chow, Chief Compliance Officer | 05/12/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock automatically converted into common stock upon the closing of the Issuer's initial public offering for no additional consideration, on a 1-for-1 basis, and had no expiration date. |
| (2) | The shares are held of record by NightDragon Growth I, L.P. ("NightDragon I"). NightDragon Growth GP I, LLC ("NightDragon GP I") is the general partner of NightDragon I. |
| (3) | The warrant to acquire common stock automatically net exercised into shares of the Issuer's common stock immediately prior to consummation of the IPO. The warrant had an exercise price of $0.01 per share. NightDragon I paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 12 of the warrant shares to pay the exercise price. |
| (4) | The warrant to acquire common stock automatically net exercised into shares of the Issuer's common stock immediately prior to consummation of the IPO. The warrant had an exercise price of $0.01 per share. NightDragon I paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 33 of the warrant shares to pay the exercise price. |
| (5) | The warrant to acquire common stock automatically net exercised into shares of the Issuer's common stock immediately prior to consummation of the IPO. The warrant had an exercise price of $11.1747 per share. NightDragon I paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 5,818 of the warrant shares to pay the exercise price. |
| (6) | The Warrant is held of record by NightDragon I. NightDragon GP I is the general partner of NightDragon I. |