| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MDLA | Common Stock | Disposed to Issuer | -18.2M | -100% | 0 | Oct 29, 2021 | SC US GF V Holdings, Ltd. | F1, F2 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -6.8M | -100% | 0 | Oct 29, 2021 | Sequoia Capital U.S. Growth Fund VI, L.P. | F1, F3 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -487K | -100% | 0 | Oct 29, 2021 | Sequoia Capital U.S. Growth VI Principals Fund, L.P. | F1, F3 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -6.98M | -100% | 0 | Oct 29, 2021 | Sequoia Capital Global Growth Fund, LP | F1, F4, F5 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -253K | -100% | 0 | Oct 29, 2021 | Sequoia Capital Global Growth Principals Fund, LP | F1, F4, F5 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -1.43K | -100% | 0 | Oct 29, 2021 | Denarvor, L.L.C. | F1, F6 | ||
| transaction | MDLA | Common Stock | Disposed to Issuer | -3.62M | -100% | 0 | Oct 29, 2021 | Sequoia Grove II, LLC | F1, F7 |
Sc Us (Ttgp), Ltd. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger between the Issuer, Project Metal Parent, LLC and Project Metal Merger Sub, Inc. dated July 25, 2021, each share of issued and outstanding Issuer common stock was cancelled and converted into the right to receive $34.00 in cash |
| F2 | SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund V, LP and Sequoia Capital USGF Principals Fund V, L.P., or collectively, the SC US GF V Funds, which together own 100% of the outstanding shares of SC US GF V Holdings, Ltd. As a result, SC US (TTGP), Ltd. and SCGF V Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by SC US GF V Holdings, Ltd. Each of SC US (TTGP), Ltd. and SCGF V Management, L.P. disclaims beneficial ownership of the securities held by SC US GF V Holdings, Ltd. except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| F3 | SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. As a result, SC US (TTGP), Ltd. and SC U.S. Growth VI Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. Each of SC US (TTGP), Ltd. and SC U.S. Growth VI Management, L.P. disclaims beneficial ownership of the securities held by Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| F4 | SC US (TTGP), Ltd. is the general partner of SCGGF Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund, LP and Sequoia Capital Global Growth Principals Fund, LP. As a result, SC US (TTGP), Ltd. and SCGGF Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Global Growth Fund, LP and Sequoia Capital Global Growth Principals Fund, LP. Voting and disposition decisions at SC US (TTGP), Ltd. with respect to the shares held by the SC GGF Funds are made by an investment committee consisting of Messrs. Douglas Leone and James J. Goetz. Each of SC US (TTGP), Ltd., SCGGF Management, L.P., Mr. Leone and Mr. Goetz disclaims beneficial ownership of the securities held by Sequoia Capital Global Growth Fund, LP and Sequoia Capital Global Growth Principals Fund, LP except to the extent of its pecuniary interest therein, |
| F5 | (Continued from footnote 5) and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| F6 | SC US SSF 2013 (TTGP), L.L.C. is the general partner of SC U.S. Scout Seed Fund 2013 Management, L.P., which is the general partner of Sequoia Capital U.S. Scout Seed Fund 2013, L.P., which wholly owns Sequoia Capital U.S. Scout Fund IV, L.L.C., which in turn wholly owns Denarvor, L.L.C. As a result, SC US SSF 2013 (TTGP), L.L.C. and SC U.S. Scout Seed Fund 2013 Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by Denarvor, L.L.C. Each of SC US SSF 2013 (TTGP), L.L.C. and SC U.S. Scout Seed Fund 2013 Management, L.P. disclaims beneficial ownership of the securities held by Denarvor, L.L.C. except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| F7 | Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC. Each of Sequoia Grove Manager, LLC and Sequoia Grove II, LLC disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
Form 2 of 2 /s/ Jung Yeon Son, by PoA for Douglas Leone, a Director of SC US SSF 2013 (TTGP), L.L.C., the General Partner of SC U.S. Scout Seed Fund 2013 Management, L.P., the General Partner of Sequoia Capital U.S. Scout Seed Fund 2013, L.P., which wholly owns Sequoia Capital U.S. Scout Fund IV, L.L.C., which wholly owns Denarvor, L.L.C.