| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IROBOT CORP [ IRBT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/15/2005 | C | 1,336,370 | A | $0.00(1) | 1,336,370 | I | See Footnote(2) | ||
| Common Stock | 11/15/2005 | C | 352,864 | A | $0.00(1) | 352,864 | I | See Footnote(3) | ||
| Common Stock | 11/15/2005 | C | 218,926 | A | $0.00(1) | 218,926 | I | See Footnote(4) | ||
| Common Stock | 11/15/2005 | C | 407,726 | A | $0.00(1) | 407,726 | I | See Footnote(5) | ||
| Common Stock | 11/15/2005 | C | 162,719 | A | $0.00(1) | 162,719 | I | See Footnote(6) | ||
| Common Stock | 11/15/2005 | S | 31,098(7) | D | $24 | 321,766 | I | See Footnote(3) | ||
| Common Stock | 11/15/2005 | S | 49,871(7) | D | $24 | 169,055 | I | See Footnote(4) | ||
| Common Stock | 2,000 | I | See Footnote(8) | |||||||
| Common Stock | 4,000 | I | See Footnote(9) | |||||||
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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) | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | (1) | 11/15/2005 | C | 1,336,370 | (1) | (1) | Common Stock | 1,336,370 | $0.00 | 0 | I | See Footnote(2) | |||
| Series C Preferred Stock | (1) | 11/15/2005 | C | 352,864 | (1) | (1) | Common Stock | 352,864 | $0.00 | 0 | I | See Footnote(3) | |||
| Series D Preferred Stock | (1) | 11/15/2005 | C | 218,926 | (1) | (1) | Common Stock | 218,926 | $0.00 | 0 | I | See Footnote(4) | |||
| Series E Preferred Stock | (1) | 11/15/2005 | C | 407,726 | (1) | (1) | Common Stock | 407,726 | $0.00 | 0 | I | See Footnote(5) | |||
| Series F Preferred Stock | (1) | 11/15/2005 | C | 162,719 | (1) | (1) | Common Stock | 162,719 | $0.00 | 0 | I | See Footnote(6) | |||
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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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 automatically converted upon the consummation of the Issuer?s initial public offering on a one-for-one basis. |
| 2. See "Notes to Footnote 2" in Exhibit 99.2 |
| 3. See "Notes to Footnote 3" in Exhibit 99.2 |
| 4. See "Notes to Footnote 4" in Exhibit 99.2 |
| 5. See "Notes to Footnote 5" in Exhibit 99.2 |
| 6. See "Notes to Footnote 6" in Exhibit 99.2 |
| 7. Shares sold pursuant to the exercise of the over-allotment option in connection with the intial public offering of common stock of iRobot Corporation. |
| 8. Consists of shares held directly by Teh-Tsung Lai. |
| 9. Consists of shares held directly by James C. Lu. |
| Remarks: |
| (See signatures included in Exhibit 99.1) | 11/15/2005 | |
| /s/ Glen D. Weinstein, Attorney-in-fact | 11/15/2005 | |
| /s/ Glen D. Weinstein, Attorney-in-fact | 11/15/2005 | |
| /s/ Glen D. Weinstein, Attorney-in-fact | 11/15/2005 | |
| /s/ Glen D. Weinstein, Attorney-in-fact | 11/15/2005 | |
| /s/ Glen D. Weinstein, Attorney-in-fact | 11/15/2005 | |
| /s/ Glen D. Weinstein, Attorney-in-fact | 11/15/2005 | |
| /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 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
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.
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 15, 2005 |
| /s/ Glen D. Weinstein, Attorney-in-fact | ||||||
| Teh-Tsung Lai | ||||||
| /s/ Glen D. Weinstein, Attorney-in-fact | ||||||
| James C. Lu | ||||||
| ACER TECHNOLOGY VENTURES MANAGEMENT, LLC |
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| By: | /s/ Glen D. Weinstein | |||||
| Name: | Glen D. Weinstein | |||||
| Attorney-in-fact | ||||||
| ACER TECHNOLOGY VENTURES AMERICA, LLC |
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| By: | /s/ Glen D. Weinstein | |||||
| Name: | Glen D. Weinstein | |||||
| Attorney-in-fact | ||||||
| ID AMERICA 1, LLC |
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| By: | /s/ Glen D. Weinstein | |||||
| Name: | Glen D. Weinstein | |||||
| Attorney-in-fact | ||||||
| ACER TECHNOLOGY VENTURES FUND,
L.P. |
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| By: | Acer
Technology Ventures Management, LLC, as General Partner |
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| By: | /s/ Glen D. Weinstein | |||||
| Name: | Glen D. Weinstein | |||||
| Attorney-in-fact | ||||||
| IP FUND ONE, L.P. |
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| By: | Acer
Technology Ventures America, LLC., as General Partner |
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| By: | /s/ Glen D. Weinstein | |||||
| Name: | Glen D. Weinstein | |||||
| Attorney-in-fact | ||||||
| ID6 FUND, L.P. |
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| By: | iD
America 1, LLC, as General Partner |
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| By: | /s/ Glen D. Weinstein | |||||
| Name: | Glen D. Weinstein | |||||
| Attorney-in-fact | ||||||
Exhibit 99.2
| Notes to Footnote 2: | ||
| The following table sets forth (i) the number of shares of Series A 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 held indirectly by 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. |
Holder
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Shares of
Series A Preferred Stock held Directly by the Holder following the Reported Transaction in Table II |
Shares of Common Stock Held Directly by the Holder following the Reported Transaction in Table II |
Shares of Common Stock held Directly by the Holder following Reported the Reported Transaction in Table I |
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Acer Technology
Ventures Fund, L.P.
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0 | 1,336,370 | 1,336,370 | ||||||||||||||
IP Fund One, L.P.
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— | — | — | ||||||||||||||
iD6 Fund, L.P.
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— | — | — | ||||||||||||||
| Notes to Footnote 3: | ||
| 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. Consists of shares held indirectly by 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. |
Holder
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Shares of
Series C Preferred Stock held Directly by the Holder following the Reported Transaction in Table II |
Shares of Common Stock held Directly by the Holder following the Reported Transaction in Table II |
Shares of Common Stock Held Directly by the Holder following Reported the Reported Transaction in Table I |
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Acer Technology
Ventures Fund, L.P.
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0 | 352864 | 321766 | ||||||||||||||
IP Fund One, L.P.
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— | — | — | ||||||||||||||
iD6 Fund, L.P.
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— | — | — | ||||||||||||||
| Notes to Footnote 4: | ||
| 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. |
Holder
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Shares of
Series D Preferred Stock held Directly by the Holder following the Reported Transaction in Table II |
Shares of Common Stock held Directly by the Holder following the Reported Transaction in Table II |
Shares of Common Stock Held Directly by the Holder following Reported the Reported Transaction in Table I |
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Acer Technology
Ventures Fund, L.P.
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— | — | — | ||||||||||||||
IP Fund One, L.P.
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0 | 218926 | 169055 | ||||||||||||||
iD6 Fund, L.P.
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— | — | — | ||||||||||||||
| Notes to Footnote 5: | ||
| The following table sets forth (i) the number of shares of Series E 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. |
Holder
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Shares of
Series E Preferred Stock held Directly by the Holder following the Reported Transaction in Table II |
Shares of Common Stock held Directly by the Holder following the Reported Transaction in Table II |
Shares of Common Stock Held Directly by the Holder following Reported the Reported Transaction in Table I |
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Acer Technology
Ventures Fund, L.P.
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— | — | — | ||||||||||||||
IP Fund One, L.P.
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0 | 407726 | 407726 | ||||||||||||||
iD6 Fund, L.P.
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— | — | — | ||||||||||||||
| Notes to Footnote 6: | ||
| The following table sets forth (i) the number of shares of Series F 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., and Teh-Tsung Lai as a principal of iD America 1, LLC and iD America 1, LLC as general partner for iD6 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. |
Holder
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Shares of Series F Preferred Stock held Directly by the Holder following the Reported Transaction in Table II |
Shares of Common Stock held Directly by the Holder following the Reported Transaction in Table II |
Shares of Common Stock Held Directly by the Holder following Reported the Reported Transaction in Table I |
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Acer Technology
Ventures Fund, L.P.
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— | — | — | ||||||||||||||
IP Fund One, L.P.
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0 | 114,719 | 114,719 | ||||||||||||||
iD6 Fund, L.P.
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0 | 48,000 | 48,000 | ||||||||||||||