SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Trupanion, Inc.
(Name of Issuer)
Common Stock Par Value $0.00001
(Title of Class of Securities)
898202106
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 15 Pages
Exhibit Index Contained on Page 13
| CUSIP NO. 898202106 | 13 G | Page 2 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) ¨ (b) x | |
| 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 5,556,046 shares, except that Maveron General Partner III LLC (“Maveron GP III”), the general partner of MEP III, may be deemed to have sole power to vote these shares, and Dan Levitan (“Levitan”), Clayton Lewis (“Lewis”), Pete McCormick (“McCormick”) and Jason Stoffer (“Stoffer”), the managing members of Maveron GP III, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 5,556,046 shares, except that Maveron GP III, the general partner of MEP III, may be deemed to have sole power to dispose of these shares, and Levitan, Lewis, McCormick and Stoffer, the managing members of Maveron GP III, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5,556,046 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 19.6%1 |
| 12 | TYPE OF REPORTING PERSON* | PN |
1 Based on 28,280,046 shares of Common Stock outstanding on October 31, 2015, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 5, 2015.
| CUSIP NO. 898202106 | 13 G | Page 3 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) ¨ (b) x | |
| 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 235,731 shares, except that Maveron GP III, the general partner of Maveron-Entrepreneurs’, may be deemed to have sole power to vote these shares, and Levitan, Lewis, McCormick and Stoffer, the managing members of Maveron GP III, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 235,731 shares, except that Maveron GP III, the general partner Maveron-Entrepreneurs’, may be deemed to have sole power to dispose of these shares, and Levitan, Lewis, McCormick and Stoffer, the managing members of Maveron GP III, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
235,731 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.8%1 |
| 12 | TYPE OF REPORTING PERSON* | PN |
1 Based on 28,280,046 shares of Common Stock outstanding on October 31, 2015, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 5, 2015.
| CUSIP NO. 898202106 | 13 G | Page 4 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) ¨ (b) x | |
| 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 761,809 shares, except that Maveron GP III, the general partner of Maveron-Associates, may be deemed to have sole power to vote these shares, and Levitan, Lewis, McCormick and Stoffer, the managing members of Maveron GP III, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 761,809 shares, except that Maveron GP III, the general partner Maveron- Associates, may be deemed to have sole power to dispose of these shares, and Levitan, Lewis, McCormick and Stoffer, the managing members of Maveron GP III, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
761,809 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 2.7% 1 |
| 12 | TYPE OF REPORTING PERSON* | PN |
1 Based on 28,280,046 shares of Common Stock outstanding on October 31, 2015, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 5, 2015.
| CUSIP NO. 898202106 | 13 G | Page 5 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) ¨ (b) x | |
| 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 6,553,586 shares, of which 5,556,046 shares are directly owned by MEP III, 235,731 shares are directly owned by Maveron-Entrepreneurs’, and 761,809 are directly owned by Maveron-Associates. Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, may be deemed to have sole power to vote these shares, and Levitan, Lewis, McCormick and Stoffer, the managing members of Maveron GP III, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 6,553,586 shares, of which 5,556,046 shares are directly owned by MEP III, 235,731 shares are directly owned by Maveron-Entrepreneurs’, and 761,809 are directly owned by Maveron-Associates. Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, may be deemed to have sole power to dispose of these shares, and Levitan, Lewis, McCormick and Stoffer, the managing members of Maveron GP III, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
6,553,586 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 23.2% 1 |
| 12 | TYPE OF REPORTING PERSON* | OO |
1 Based on 28,280,046 shares of Common Stock outstanding on October 31, 2015, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 5, 2015.
| CUSIP NO. 898202106 | 13 G | Page 6 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) ¨ (b) x | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 6,553,586 shares, of which 5,556,046 shares are directly owned by MEP III, 235,731 shares are directly owned by Maveron-Entrepreneurs’, and 761,809 are directly owned by Maveron-Associates. Levitan is a managing member of Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have shared power to vote these shares. | |
| 7 | SOLE
VOTING POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 6,553,586 shares, of which 5,556,046 shares are directly owned by MEP III, 235,731 shares are directly owned by Maveron-Entrepreneurs’, and 761,809 are directly owned by Maveron-Associates. Levitan is a managing member of Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
6,553,586 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 23.2% 1 |
| 12 | TYPE OF REPORTING PERSON* | IN |
1 Based on 28,280,046 shares of Common Stock outstanding on October 31, 2015, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 5, 2015.
| CUSIP NO. 898202106 | 13 G | Page 7 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) ¨ (b) x | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 6,553,586 shares, of which 5,556,046 shares are directly owned by MEP III, 235,731 shares are directly owned by Maveron-Entrepreneurs’, and 761,809 are directly owned by Maveron-Associates. Lewis is a managing member of Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 6,553,586 shares, of which 5,556,046 shares are directly owned by MEP III, 235,731 shares are directly owned by Maveron-Entrepreneurs’, and 761,809 are directly owned by Maveron-Associates. Lewis is a managing member of Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
6,553,586 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 23.2% 1 |
| 12 | TYPE OF REPORTING PERSON* | IN |
1 Based on 28,280,046 shares of Common Stock outstanding on October 31, 2015, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 5, 2015.
| CUSIP NO. 898202106 | 13 G | Page 8 of 15 |
| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) ¨ (b) x | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 6,553,586 shares, of which 5,556,046 shares are directly owned by MEP III, 235,731 shares are directly owned by Maveron-Entrepreneurs’, and 761,809 are directly owned by Maveron-Associates. McCormick is a managing member of Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 6,553,586 shares, of which 5,556,046 shares are directly owned by MEP III, 235,731 shares are directly owned by Maveron-Entrepreneurs’, and 761,809 are directly owned by Maveron-Associates. McCormick is a managing member of Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
6,553,586 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 23.2% 1 |
| 12 | TYPE OF REPORTING PERSON* | IN |
1 Based on 28,280,046 shares of Common Stock outstanding on October 31, 2015, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 5, 2015.
| CUSIP NO. 898202106 | 13 G | Page 9 of 15 |
| 1 | NAME OF REPORTING PERSONS
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| (a) ¨ (b) x | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 6,553,586 shares, of which 5,556,046 shares are directly owned by MEP III, 235,731 shares are directly owned by Maveron-Entrepreneurs’, and 761,809 are directly owned by Maveron-Associates. Stoffer is a managing member of Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 6,553,586 shares, of which 5,556,046 shares are directly owned by MEP III, 235,731 shares are directly owned by Maveron-Entrepreneurs’, and 761,809 are directly owned by Maveron-Associates. Stoffer is a managing member of Maveron GP III, the general partner of MEP III, Maveron-Entrepreneurs’ and Maveron-Associates, and may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
6,553,586 |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 23.2%1 |
| 12 | TYPE OF REPORTING PERSON* | IN |
1 Based on 28,280,046 shares of Common Stock outstanding on October 31, 2015, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 5, 2015.
| CUSIP NO. 898202106 | 13 G | Page 10 of 15 |
This Amendment No. 1 amends the Statement on Schedule 13G previously filed by Maveron Equity Partners III, L.P., a Delaware limited partnership (“MEP III”), Maveron III Entrepreneurs’ Fund, L.P., a Delaware limited partnership (“Maveron-Entrepreneurs’”), MEP Associates III, L.P., a Delaware limited partnership (“Maveron-Associates”), Maveron General Partner III LLC, a Delaware limited liability company (“Maveron GP III”), and Dan Levitan (“Levitan”), Clayton Lewis (“Lewis”), Pete McCormick (“McCormick”) and Jason Stoffer (“Stoffer”).. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 1.
| ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2015.
| (a) | Amount beneficially owned: |
See Row 9 of cover page for each Reporting Person.
| (b) | Percent of Class: |
See Row 11 of cover page for each Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page for each Reporting Person.
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page for each Reporting Person.
| CUSIP NO. 898202106 | 13 G | Page 11 of 15 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2016
| MAVERON EQUITY PARTNERS III, L.P. | /s/ Pete McCormick |
| By Maveron General Partner III LLC, | Signature |
| Its General Partner | |
| Pete McCormick, Managing Member | |
| MAVERON III ENTREPRENEURS’ FUND, L.P. | /s/ Pete McCormick |
| By Maveron General Partner III LLC, | Signature |
| Its General Partner | |
| Pete McCormick, Managing Member | |
| MEP ASSOCIATES III, L.P. | /s/ Pete McCormick |
| By Maveron General Partner III LLC, | Signature |
| Its General Partner | |
| Pete McCormick, Managing Member | |
| MAVERON GENERAL PARTNER III LLC | /s/ Pete McCormick |
| Signature | |
| Pete McCormick, Managing Member | |
| DAN LEVITAN | /s/ Pete McCormick |
| Signature | |
| Pete McCormick, Attorney-In-Fact | |
| CLAYTON LEWIS | /s/ Pete McCormick |
| Signature | |
| Pete McCormick, Attorney-In-Fact | |
| PETE MCCORMICK | /s/ Pete McCormick |
| Signature |
| CUSIP NO. 898202106 | 13 G | Page 12 of 15 |
| JASON STOFFER | /s/ Pete McCormick |
| Signature | |
| Pete McCormick, Attorney-In-Fact |
| CUSIP NO. 848637104 | 13 G | Page 13 of 15 |
EXHIBIT INDEX
|
Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 14 | |
| Exhibit B: Power of Attorney | 15 |
| CUSIP NO. 848637104 | 13 G | Page 14 of 15 |
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Potbelly Corporation shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.
| CUSIP NO. 848637104 | 13 G | Page 15 of 15 |
EXHIBIT B
Power of Attorney
Pete McCormick has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.