12/23/2025 | Press release | Distributed by Public on 12/23/2025 19:36
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Atlas Venture Fund VIII, L.P. 56 WAREHAM STREET, FLOOR 3 BOSTON, MA 02118 |
X | |||
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Atlas Venture Associates VIII, L.P. 56 WAREHAM STREET, FLOOR 3 BOSTON, MA 02118 |
X | |||
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Atlas Venture Associates VIII, Inc. 56 WAREHAM STREET, FLOOR 3 BOSTON, MA 02118 |
X | |||
| Atlas Venture Fund VIII, L.P., By: Atlas Venture Associates VIII, L.P., its general partner, By: Atlas Venture Associates VIII, Inc., its general partner, By: Frank Castellucci, General Counsel and Secretary /s/ Frank Castellucci | 12/23/2025 | |
| **Signature of Reporting Person | Date | |
| Atlas Venture Associates VIII, L.P. By: Atlas Venture Associates VIII, Inc., its general partner, By: Frank Castellucci, General Counsel and Secretary /s/ Frank Castellucci | 12/23/2025 | |
| **Signature of Reporting Person | Date | |
| Atlas Venture Associates VIII, Inc, By: Frank Castellucci, General Counsel and Secretary /s/ Frank Castellucci | 12/23/2025 | |
| **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) | This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger, dated as of September 24, 2025 (the "Merger Agreement") by and among the Issuer, Igloo Group Parent, Inc., a Delaware corporation ("Parent"), and Igloo Group Acquisition Company, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, on December 23, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent. At the Effective Time, each share of common stock of the Issuer owned by the reporting persons immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $10.30 in cash, without interest thereon. |
| (2) | Shares held directly by Atlas Venture Fund VIII, L.P. ("Atlas VIII"). Atlas Venture Associates VIII, L.P. ("AVA VIII LP") is the sole general partner of Atlas VIII. Atlas Venture Associates VIII, Inc. ("AVA VIII Inc.") is the sole general partner of AVA VIII LP. Each of Atlas VIII, AVA VIII LP and AVA VIII Inc. disclaim beneficial ownership of all shares except to the extent of its pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |