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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
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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*
| C/O FENWAY PARTNERS |
| 152 WEST 57TH STREET |
(Street)
|
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
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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)
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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)
|
| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
11/15/2005 |
|
C |
|
1,275,544 |
A |
$0.00
|
1,275,544 |
I |
See Footnote
|
| Common Stock |
11/15/2005 |
|
C |
|
41,668 |
D |
$24
|
1,233,876 |
I |
See Footnote
|
| Common Stock |
|
|
|
|
|
|
|
10,000 |
D |
|
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)
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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)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Series D Preferred Stock |
|
11/15/2005 |
|
C |
|
|
1,004,714 |
|
|
Common Stock |
1,004,714 |
$0.00
|
0 |
I |
See Footnote
|
| Series E Preferred Stock |
|
11/15/2005 |
|
C |
|
|
187,091 |
|
|
Common Stock |
187,091 |
$0.00
|
0 |
I |
See Footnote
|
| Series F Preferred Stock |
|
11/15/2005 |
|
C |
|
|
83,739 |
|
|
Common Stock |
83,739 |
$0.00
|
0 |
I |
See Footnote
|
| Explanation of Responses: |
|
|
| 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/ Andrea Geisser
Name: Andrea
Geisser
