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Delaware
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20-4898921
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common Stock, $0.001 par value per share
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2,814,083(2)
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$7.65(3)
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$21,527,735
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$2,168
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “
Securities Act
”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the 2015 Equity Incentive Plan (the “
Plan
”) as a result of any stock dividend, stock split, recapitalization, or other similar transaction.
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(2)
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Represents shares of Common Stock added to the Plan pursuant to the evergreen increase provision of the Plan.
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(3)
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Estimated solely for the purpose of determining the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, based upon the average of the high and low prices of the common stock as quoted on the Nasdaq Global Select Market on February 25, 2016.
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•
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for any breach of the director’s duty of loyalty to us or our stockholders;
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•
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for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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•
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in respect of unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or
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•
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for any transaction from which the director derives any improper personal benefit.
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Signature
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Title
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Date
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||
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President, Chief Executive Officer and Chair
(Principal Executive Officer)
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/s/ Chad Dickerson
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March 1, 2016
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Chad Dickerson
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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/s/ Kristina Salen
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March 1, 2016
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Kristina Salen
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/s/ James W. Breyer
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Director
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March 1, 2016
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James W. Breyer
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/s/ M. Michele Burns
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Director
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March 1, 2016
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M. Michele Burns
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/s/ Jonathan D. Klein
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Director
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March 1, 2016
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Jonathan D. Klein
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/s/ Melissa Reiff
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Director
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March 1, 2016
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Melissa Reiff
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/s/ Fred Wilson
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Director
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March 1, 2016
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Fred Wilson
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Incorporated by Reference
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||||||||||
Exhibit
Number
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Description
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Form
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File No.
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Exhibit
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Filing
Date
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Filed
Herewith
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|||||
4.1
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Amended and Restated Certificate of Incorporation
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8-K
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001-36911
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3.1
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4/21/2015
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4.2
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Amended and Restated Bylaws
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8-K
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001-36911
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3.2
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4/21/2015
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5.1
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Opinion and Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
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X
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23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
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X
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23.2
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Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1)
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X
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24
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Power of Attorney (contained in the signature page hereto)
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X
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99.1
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2015 Equity Incentive Plan and forms of agreement thereunder
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S-1/A
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333-202497
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10.3
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4/14/2015
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