Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 10:34AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules
13d-1 and 13d-2
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
The Rubicon Project, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per
share
(Title of Class of Securities)
78112V102
(CUSIP Number)
December 31, 2017
Date of Event Which Requires Filing of
the Statement
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1.
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Name of Reporting Person
Clearstone Venture Partners III-A, L.P.
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2.
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Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
3,010,692
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
3,010,692
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,010,692
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
¨
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11.
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Percent of Class Represented by Amount in Row (9)
6.01%*
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12.
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Type of Reporting Person
PN
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*
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The percentage is calculated based on the Issuer having
49,791,391 shares of common stock outstanding as of October 30, 2017, as reported on the Issuer's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 2017 filed on November 3, 2017.
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1.
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Name of Reporting Person
Clearstone Venture Partners III-B, a Delaware multiple
series LLC
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2.
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Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5.
|
|
Sole Voting Power
53,819
|
6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
53,819
|
8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
53,819
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
¨
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11.
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Percent of Class Represented by Amount in Row (9)
0.11%*
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12.
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Type of Reporting Person
OO
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|
*
|
The percentage is calculated based on the Issuer having
49,791,391 shares of common stock outstanding as of October 30, 2017, as reported on the Issuer's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 2017 filed on November 3, 2017..
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1.
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Name of Reporting Person
Clearstone Venture Management III, L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
x
|
3.
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SEC Use Only
|
4.
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Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5.
|
|
Sole Voting Power
3,075,794
|
6.
|
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Shared Voting Power
0
|
7.
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Sole Dispositive Power
3,075,794
|
8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,075,794
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
¨
|
11.
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Percent of Class Represented by Amount in Row (9)
6.18%*
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12.
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Type of Reporting Person
OO
|
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*
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The percentage is calculated based on the Issuer having
49,791,391 shares of common stock outstanding as of October 30, 2017, as reported on the Issuer's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 2017 filed on November 3, 2017.
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Item 1(a)
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Name of Issuer
The Rubicon Project, Inc. (the “
Issuer
”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
12181 Bluff Creek Drive,
4th Floor
Los Angeles, CA 90094
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Item 2(a)
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Name of Person Filing
This Statement is filed by the following entities (referred
to as the “
Reporting Persons
”):
·
Clearstone
Venture Partners III-A, L.P. (“
Clearstone A
”)
·
Clearstone
Venture Partners III-B, a Delaware Multiple Series LLC (“
Clearstone B
”)
·
Clearstone
Venture Management III, LLC (the “
General Partner
”)
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Item 2(b)
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Address of Principal Business Office
725 Arizona Avenue, Suite 304
Santa Monica, CA 90401
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Item 2(c)
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Citizenship
The Reporting Persons listed in Item 2(a) are organized under
the laws of Delaware.
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Item 2(d)
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Title of Class of Securities
Common Stock, $0.00001 par value
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Item 2(e)
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CUSIP Number
78112V102
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Item 3
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If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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Item
4
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Ownership
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Incorporated by reference to items (5)-(11) of cover sheets
hereto.
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(i)
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Clearstone A beneficially owns 3,010,692 shares of
Common Stock, which represents approximately 6.01% of the outstanding shares of Common Stock.
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(ii)
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Clearstone B beneficially owns 53,819 shares of Common
Stock, which represents approximately 0.11% of the outstanding shares of Common Stock.
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(iii)
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The General Partner owns 3,075,794 shares of Common Stock (including
11,283 shares beneficially owned directly by the General Partner and 3,064,511 shares that the General Partner may be deemed to
beneficially own as the general partner and managing member of Clearstone A and Clearstone B, respectively), which represents approximately
6.18% of the outstanding shares of Common Stock.
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Item 5
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following
¨
.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9
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Notice of Dissolution of Group
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Not applicable.
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Item 10
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Certification
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Not applicable.
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: February 13, 2018
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CLEARSTONE VENTURE PARTNERS III-A, L.P
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By:
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Clearstone Venture Partners III L.L.C.
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By:
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/s/ Dana Moraly
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Name: Dana Moraly
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Title: Chief Financial Officer and Member
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DATED: February 13, 2018
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CLEARSTONE VENTURE PARTNERS III-B,
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A DELAWARE MULTIPLE SERIES LLC
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By:
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Clearstone Venture Partners III L.L.C.
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By:
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/s/ Dana Moraly
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Name: Dana Moraly
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Title: Chief Financial Officer and Member
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DATED: February 13, 2018
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CLEARSTONE VENTURE PARTNERS III L.L.C.
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By:
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/s/ Dana Moraly
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Name: Dana Moraly
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Title: Chief Financial Officer and Member
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