MARVER JAMES D 4
4 · DSL NET INC · Filed Jan 21, 2005
Insider Transaction Report
Form 4
DSL NET INCDSLN
MARVER JAMES D
Director10% Owner
Transactions
- Other
Common Stock, $.0005 par value
2005-01-19−1,366,255→ 71,121,088 total(indirect: See Footnote) - Other
Common Stock, $.0005 par value
2005-01-19−11,905,716→ 71,121,088 total(indirect: See Footnote) - Other
See Footnote
2004-10-07+3,199,657→ 58,112,319 total(indirect: See Footnote)→ Common Stock, $.0005 par value (3,199,657 underlying) - Other
Common Stock, $.0005 par value
2005-01-19−4,600,000→ 71,121,088 total(indirect: See Footnote) - Other
See Footnote
2004-10-07+598,219→ 58,112,319 total(indirect: See Footnote)→ Common Stock, $.0005 par value (598,219 underlying) - Other
Common Stock, $.0005 par value
2005-01-19−4,540,562→ 71,121,088 total(indirect: See Footnote) - Other
See Footnote
2004-10-07+389,656→ 58,112,319 total(indirect: See Footnote)→ Common Stock, $.0005 par value (389,656 underlying)
Holdings
- 617,770
Common Stock, $.0005 par value
- 23,284(indirect: By Trust)
Common Stock, $.0005 par value
Footnotes (10)
- [F1]Reflects 5,935 shares of common stock that were distributed by VantagePoint Venture Partners, 1996, L.P., ("1996") on January 19, 2005, to a trust, in which the Reporting Person is a trustee and beneficiary, in its capacity as a limited partner of 1996.
- [F10]The Reporting Person indirectly owns 58,112,319 derivative securities, but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. The total amount includes the following (1) 37,360, 410 derivative securities held by VPVP (Q), III; (2) 4,551,819 derivative securities held by VPVP III; (3) 8,100,045 derivative securities held by Communications; and (4) 8,100,045 derivative securities held by 1996.
- [F2]The Reporting Person is a member of each of the following shareholders of the Issuer: (1) VantagePoint Communications Associates, L.L.C., which is the general partner of VantagePoint Communications Partners, L.P. ("Communications"); (2) VantagePoint Associates, L.L.C, which is the general partner for 1996; and (3) VantagePoint Venture Associates, III, L.L.C., which is the general partner of VantagePoint Venture Partners III, L.P ("VPVP III") and VantagePoint Venture Partners III (Q), L.P. ("VPVP (Q), III"). On January 19, 2005, Communications distributed 4,540,562 shares of Common Stock to its partners; 1996 distributed 4,600,000 shares of Common Stock to its partners; VPVP III distributed 1,366,255 shares of Common Stock to its partners; and VPVP (Q), III distributed 11,905,716 shares of Common Stock to its partners.
- [F3]The Reporting Person indirectly owns 71,121,088 shares of the Issuer's Common Stock, but disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein. The total amount includes the following (1) 37,844,755 shares held by VPVP (Q), III; (2) 4,830,861 shares held by VPVP III; (3) 14,081,905 shares held by Communications; and (4) 13,761,169 shares held by 1996; and 186,294 shares held by Vantate Point Associates, L.L.C.
- [F4]The derivative security is titled "Warrant to Purchase Shares of Common Stock".
- [F5]The Warrants have a variable exercise price, and provide for customary adjustments upon the occurrence of reclassification or mergers, stock splits, stock dividends and other pro rata events.
- [F6]VPVP III received 389,656 warrants (the "VPVP III Warrants") in exchange for agreeing to subordinate to Laurus Master Fund, Ltd. (a new investor in the Issuer) ("Laurus"), it's prior lien on the Issuer's trade accounts receivable. The VPVP III Warrants will be issued to VPVP III upon the satisfaction of certain conditions set forth in the VPVP III Warrants, including, the approval by the stockholders of the Issuer of the issuance of the VPVP III Warrants to the VPVP III. Once the Issuer's stockholders have approved the VPVP III Warrants, such Warrants will be exercisable upon the occurrence of specified events relating to the change of control of the Company, and will expire on July 18, 2006. This description of the VPVP III Warrants is qualified in its entirety by reference to the copy of the form of the Warrants filed as an Exhibit to the Issuer's 10-Q on November 15, 2004. Reporting Person is the a member of VPVP III.
- [F7]VPVP (Q), III received 3,199,657 warrants (the "VPVP (Q), III Warrants") in exchange for agreeing to subordinate to Laurus it's prior lien on the Issuer's trade accounts receivable. The VPVP (Q), III Warrants will be issued to VPVP (Q), III upon the satisfaction of certain conditions set forth in the VPVP (Q), III Warrants, including, the approval by the stockholders of the Issuer of the issuance of the VPVP (Q), III Warrants to VPVP (Q), III. Once the Issuer's stockholders have approved the VPVP (Q), III Warrants, such Warrants will be exercisable upon the occurrence of specified events relating to the change of control of the Company, and will expire on July 18, 2006. This description of the VPVP (Q), III Warrants is qualified in its entirety by reference to the copy of the form of the Warrants filed as an Exhibit to the Issuer's 10-Q on November 15, 2004. Reporting Person is the a member of VPVP (Q), III.
- [F8]Communication received 598,219 warrants (the "Communication Warrants") in exchange for agreeing to subordinate to Laurus it's prior lien on the Issuer's trade accounts receivable. The Communication Warrants will be issued to Communication upon the satisfaction of certain conditions set forth in the Communication Warrants, including, the approval by the stockholders of the Issuer of the issuance of the Communication Warrants to Communication. Once the Issuer's stockholders have approved the Communication Warrants, such Warrants will be exercisable upon the occurrence of specified events relating to the change of control of the Company, and will expire on July 18, 2006. This description of the Communication Warrants is qualified in its entirety by reference to the copy of the form of the Warrants filed as an Exhibit to the Issuer's 10-Q on November 15, 2004. Reporting Person is the a member of Communication.
- [F9]1996 received 598,219 warrants (the "1996 Warrants") in exchange for agreeing to subordinate to Lauras it's prior lien on the Issuer's trade accounts receivable. The 1996 Warrants will be issued to 1996 upon the satisfaction of certain conditions set forth in the 1996 Warrants, including, the approval by the stockholders of the Issuer of the issuance of the 1996 Warrants to 1996. Once the Issuer's stockholders have approved the 1996 Warrants, such Warrants will be exercisable upon the occurrence of specified events relating to the change of control of the Company, and will expire on July 18, 2006. This description of the 1996 Warrants is qualified in its entirety by reference to the copy of the form of the Warrants filed as an Exhibit to the Issuer's 10-Q on November 15, 2004. Reporting Person is the a member of 1996.