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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/08/2005 |
3. Issuer Name and Ticker or Trading Symbol
IROBOT CORP [ IRBT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series E Preferred Stock | (1) | (1) | Common Stock | 2,038,627 | (1) | I | See Footnoe(2) |
| Series F Preferred Stock | (1) | (1) | Common Stock | 156,053 | (1) | I | See Footnote(2) |
| Series E Preferred Stock | (1) | (1) | Common Stock | 1,826,277 | (1) | D(3) | |
| Series F Preferred Stock | (1) | (1) | Common Stock | 139,798 | (1) | D(3) | |
| Series E Preferred Stock | (1) | (1) | Common Stock | 10,129 | (1) | D(4) | |
| Series F Preferred Stock | (1) | (1) | Common Stock | 775 | (1) | D(4) | |
| Series E Preferred Stock | (1) | (1) | Common Stock | 10,614 | (1) | D(5) | |
| Series F Preferred Stock | (1) | (1) | Common Stock | 813 | (1) | D(5) | |
| Series E Preferred Stock | (1) | (1) | Common Stock | 52,859 | (1) | D(6) | |
| Series F Preferred Stock | (1) | (1) | Common Stock | 4,046 | (1) | D(6) | |
| Series E Preferred Stock | (1) | (1) | Common Stock | 138,748 | (1) | D(7) | |
| Series F Preferred Stock | (1) | (1) | Common Stock | 10,621 | (1) | D(7) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The preferred stock is convertible at any time, at the holder's election, on a one-for-one basis and has no expiration date. |
| 2. Consists of shares held indirectly by Trident Capital Management-V, L.L.C. as sole general partner of Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., and Trident Capital Fund-V Principals Fund, L.P. and the sole investment general partner of Trident Capital Parallel Fund-V, C.V. and may be deemed to share voting and investment power with respect to all shares held by those entities. Trident Capital Management-V, L.L.C. disclaims beneficial ownership of the reported securities except to the extent of its 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. Consists of shares owned by Trident Capital Fund-V, L.P. |
| 4. Consists of shares owned by Trident Capital Fund-V Affiliates Fund (Q), L.P. |
| 5. Consists of shares owned by Trident Capital Fund-V Affiliates Fund, L.P. |
| 6. Consists of shares owned by Trident Capital Fund-V Principals Fund, L.P. |
| 7. Consists of shares owned by Trident Capital Parallel Fund-V, C.V. |
| Remarks: |
| /s/ Bonnie N. Kennedy Managing Director | 11/08/2005 | |
| /s/ Bonnie N. Kennedy, Managing Director, Trident Capital Fund-V Affiliates Fund, L.P. | 11/07/2005 | |
| /s/ Bonnie N. Kennedy, Managing Director, Trident Capital Fund-V Affiliates Fund (Q), L.P. | 11/07/2005 | |
| /s/ Bonnie N. Kennedy, Managing Director, Trident Capital Fund-V Principals Fund, L.P. | 11/07/2005 | |
| /s/ Bonnie N. Kennedy, Managing Director, Trident Capital Parallel Fund-V, C.V. | 11/07/2005 | |
| /s/ Bonnie N. Kennedy, Managing Director, Trident Capital Fund-V, L.P. | 11/07/2005 | |
| ** 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 5 (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. | ||