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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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| 5201 GREAT AMERICA PARKWAY |
| SUITE 270 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IROBOT CORP
[ IRBT ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
11/08/2005
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4. 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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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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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)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
11/08/2005 |
|
C |
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48,045 |
A |
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48,045
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I
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See Footnote
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| Common Stock |
11/08/2005 |
|
C |
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77,049 |
A |
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77,049
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I
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See Footnote
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| Common Stock |
11/08/2005 |
|
S |
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48,045 |
D |
$24
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0
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I
|
See Footnote
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| Common Stock |
11/08/2005 |
|
S |
|
77,049 |
D |
$24
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0
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I
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See Footnote
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| Common Stock |
11/08/2005 |
|
P |
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2,000 |
A |
$24
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2,000
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I |
See Footnote
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| Common Stock |
11/08/2005 |
|
P |
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4,000 |
A |
$24
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4,000
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I |
See Footnote
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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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)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Series C Preferred Stock |
|
11/08/2005 |
|
C |
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48,045 |
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Common Stock |
48,045 |
$0.00
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352,864
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I
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See Footnote
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| Series D Preferred Stock |
|
11/08/2005 |
|
C |
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|
77,049 |
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Common Stock |
77,049 |
$0.00
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218,926
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I
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See Footnote
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1. Name and Address of Reporting Person*
| 5201 GREAT AMERICA PARKWAY |
| SUITE 270 |
(Street)
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1. Name and Address of Reporting Person*
| 5201 GREAT AMERICA PARKWAY |
| SUIT 270 |
(Street)
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1. Name and Address of Reporting Person*
| C/O ID AMERICA 1, LLC |
| 5201 GREAT AMERICA PARKWAY |
(Street)
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1. Name and Address of Reporting Person*
| 5201 GREAT AMERICA PARKWAY |
| SUITE 270 |
(Street)
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1. Name and Address of Reporting Person*
| 5201 GREAT AMERICA PARKWAY |
| SUITE 270 |
(Street)
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1. Name and Address of Reporting Person*
| C/O ACER TECHNOLOGY VENTURES MANAGEMENT |
| 5201 GREAT AMERICA PARKWAY, SUITE 270 |
(Street)
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1. Name and Address of Reporting Person*
| 5201 GREAT AMERICA PARKWAY |
| SUITE 270 |
(Street)
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1. Name and Address of Reporting Person*
| 5201 GREAT AMERICA PARKWAY |
| SUITE 270 |
(Street)
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| Explanation of Responses: |
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| Remarks: |
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(See signatures included in Exhibit 99.1) |
11/10/2005 |
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/s/ Glen D. Weinstein, Attorney-in-fact |
11/10/2005 |
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/s/ Glen D. Weinstein, Attorney-in-fact |
11/10/2005 |
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/s/ Glen D. Weinstein, Attorney-in-fact |
11/10/2005 |
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/s/ Glen D. Weinstein, Attorney-in-fact |
11/10/2005 |
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/s/ Glen D. Weinstein, Attorney-in-fact |
11/10/2005 |
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/s/ Glen D. Weinstein, Attorney-in-fact |
11/10/2005 |
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/s/ Glen D. Weinstein, Attorney-in-fact |
11/10/2005 |
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** 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 November 7,
2005.
Acer Technology Ventures Management, LLC
Signature: /s/
Ronald Chwang
Name: Ronald Chwang
Title: CEO and Partner
Acer Technology Ventures America, LLC
Signature: /s/ Ronald
Chwang
Name: Ronald Chwang
Title: CEO and Partner
iD America 1, LLC
Signature: /s/ Ronald Chwang
Name: Ronald Chwang
Title: CEO and Partner
Acer Technology
Ventures Fund, L.P.
Signature: /s/ Ronald Chwang
Name: Ronald
Chwang
IP Fund One, L.P.
Signature: /s/ Ronald Chwang
Name: Ronald Chwang
iD6 Fund, L.P.
Signture: /s/ Ronald
Chwang
Name: Ronald Chwang
Signature: /s/ Teh-Tsung Lai
Name: Teh-Tsung Lai
Signature: James C. Lu
Name: James C. Lu
e8vk
Exhibit 99.1
JOINT FILER
INFORMATION
This statement on Form 4 is filed by Teh-Tsung Lai,
James C. Lu, Acer Technology Ventures
Management, LLC, Acer Technology
Ventures America, LLC, iD America 1, LLC, Acer Technology Ventures
Fund,
L.P., IP Fund One, L.P., and iD6 Fund, L.P. The principal business address
of each of the
reporting persons is 5201 Great America Parkway,
Suite 270, Santa Clara, California 95054. The
reporting persons
disclaim beneficial ownership of the shares listed herein except to the
extent of
their 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.
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Designated
Filer:
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Acer Technology Ventures Management, LLC |
Issuer and Ticker Symbol:
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iRobot Corporation
(“IRBT”) |
Date of Event
Requiring Statement:
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November 8, 2005 |
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| /s/ Glen D. Weinstein, Attorney-in-fact |
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| Teh-Tsung Lai |
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| /s/
Glen D. Weinstein, Attorney-in-fact |
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| James C. Lu |
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| ACER
TECHNOLOGY VENTURES MANAGEMENT, LLC |
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By:
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/s/
Glen D. Weinstein |
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Name:
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Glen D. Weinstein |
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Attorney-in-fact |
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| ACER TECHNOLOGY VENTURES AMERICA,
LLC |
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By:
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/s/
Glen D. Weinstein |
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Name:
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Glen D. Weinstein |
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Attorney-in-fact |
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| ID AMERICA 1, LLC |
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By:
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/s/ Glen D. Weinstein |
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Name:
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Glen D. Weinstein |
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Attorney-in-fact |
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| ACER TECHNOLOGY VENTURES FUND,
L.P. |
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By: Acer Technology Ventures
Management, LLC,
as General
Partner |
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By:
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/s/
Glen D. Weinstein |
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Name:
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Glen D. Weinstein |
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Attorney-in-fact |
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| IP FUND ONE, L.P. |
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By:
Acer Technology Ventures America, LLC.,
as General Partner |
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By:
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/s/ Glen D. Weinstein |
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Name:
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Glen D. Weinstein |
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Attorney-in-fact |
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| ID6 FUND, L.P. |
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| By:
iD America 1, LLC, as General Partner |
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By:
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/s/
Glen D. Weinstein |
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Name:
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Glen D. Weinstein |
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Attorney-in-fact |
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Exhibit 99.2
Notes to Footnote 2:
The following table sets forth
(i) the number of shares of Series C Preferred Stock held by the
reporting persons following the reported transactions in Table II of this
statement on Form 4, (ii)
the number of shares of Common Stock held
upon conversion following the reported transactions in
Table II of this
statement on Form 4 and (iii) the number of shares of Common
Stock held by the
reporting persons following the reported transactions
in Table I of this statement on Form 4. James
C. Lu as a principal
of Acer Technology Ventures Management, LLC and Acer Technology Ventures
Management, LLC as general partner for Acer Technology Ventures Fund,
L.P. The reporting persons
disclaim beneficial ownership of such
securities except to the extent of their 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.
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| Holder |
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Shares of Series C |
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Shares of Common |
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Shares of
Common |
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Preferred Stock held |
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Stock held Directly by |
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Stock
Held Directly by |
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Directly by the Holder |
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the
Holder following |
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the Holder following |
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following the Reported |
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the
Reported |
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Reported the Reported |
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Transaction in Table II |
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Transaction in Table II |
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Transaction in Table I |
Acer
Technology Ventures Fund, L.P. |
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352564 |
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48045 |
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0 |
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IP Fund One, L.P. |
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— |
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iD6 Fund, L.P. |
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— |
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Notes to Footnote 3:
The following table sets forth
(i) the number of shares of Series D Preferred Stock held by the
reporting persons following the reported transactions in Table II of this
statement on Form 4, (ii)
the number of shares of Common Stock held
upon conversion following the reported transactions in
Table II of this
statement on Form 4 and (iii) the number of shares of Common
Stock held by the
reporting persons following the reported transactions
in Table I of this statement on Form 4.
Consists of shares
indirectly held by Acer Technology Ventures America, LLC as general partner
for
IP Fund One, L.P. The reporting persons disclaim beneficial ownership
of such securities except to
the extent of their 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.
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| Holder |
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Shares of Series D |
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Shares of
Common |
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Shares of Common |
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Preferred Stock held |
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Stock held
Directly by |
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Stock Held Directly by |
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Directly by the Holder |
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the Holder following |
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the Holder
following |
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following the Reported |
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the Reported |
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Reported the Reported |
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Transaction in Table II |
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Transaction in Table II |
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Transaction in Table I |
Acer Technology Ventures Fund,
L.P. |
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— |
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IP Fund One, L.P. |
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218926 |
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77049 |
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0 |
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iD6 Fund, L.P. |
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— |
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