SEC Filing | iRobot Corporation

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCNAMEE GEORGE C

(Last)

(First)

(Middle)

C/O FA TECHNOLOGY VENTURES

677 BROADWAY

(Street)

ALBANY

12207

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IROBOT CORP [ IRBT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/15/2005		C		83,326	A	$0.00⁽¹⁾	97,326	D
Common Stock	11/15/2005		C		98,153	A	$0.00⁽¹⁾	98,153	I	See Footnote⁽²⁾
Common Stock								4,000	I	By Wife of reporting Person⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	⁽¹⁾	11/15/2005		C			64,118	⁽¹⁾	⁽¹⁾	Common Stock	64,118	$0.00	0	D
Series D Preferred Stock	⁽¹⁾	11/15/2005		C			8,479	⁽¹⁾	⁽¹⁾	Common Stock	8,479	$0.00	0	D
Series E Preferred Stock	⁽¹⁾	11/15/2005		C			10,729	⁽¹⁾	⁽¹⁾	Common Stock	10,729	$0.00	0	D
Series F Preferred Stock	⁽¹⁾	11/15/2005		C			98,153	⁽¹⁾	⁽¹⁾	Common Stock	98,153	$0.00	0	I	See Footnote⁽²⁾

Explanation of Responses:

1. The preferred stock automatically converted upon the consummation of the Issuer?s initial public offering on a one-for-one basis.

2. Consists of shares held by FA Technology Ventures, L.P. and FA Technology Managers, LLC of which the reporting person is a partner of the general partner of FA Technology Ventures, L.P. and a manager of FA Technology Managers, LLC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or any other purpose.

3. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or any other purpose.

Remarks:

	/s/ Glen D. Weinstein Attorney-in-fact	11/15/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

 Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS,
that the undersigned hereby constitutes and appoints each of Geoffrey P.
Clear, Glen D. Weinstein and Gerald C. Kent, Jr., and any one of them
acting singly, the true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities (until
revoked in writing) to execute for and on behalf of the undersigned, in any
and all of the undersigned's capacities, any and all statements on Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by iRobot Corporation (the "Company") in accordance with
Sections 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations promulgated thereunder, and to
file the same, with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission, and with
any other entity when and if such is mandated by the Exchange Act or by the
By-laws of the National Association of Securities Dealers, granting unto
said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary fully to all
intents and purposes as the undersigned might or could do in person thereby
ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

	This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorneys-in-fact.

	IN
WITNESS WHEREOF, this Power of Attorney has been signed as of October 28,
2005.


Signature:  /s/ George McNamee

Name:	George
McNamee