UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
SCHEDULE 13G
Under the Securities Exchange Act
of 1934
(Amendment No. 1)
________________________________
Five9, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
338307101
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing
of this 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)
The information required in 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).
CUSIP No. 338307101
1 |
NAMES OF REPORTING PERSONS
Adams Street Partners, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER
7,174,677 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
7,174,677 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,174,677 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14% |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA |
|
|
|
|
CUSIP No. 338307101
1 |
NAMES OF REPORTING PERSONS
Adams Street 2008 Direct Fund, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER
2,584,821 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
2,584,821 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,584,821 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5% |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 338307101
1 |
NAMES OF REPORTING PERSONS
Adams Street 2009 Direct Fund, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER
2,235,689 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
2,235,689 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,235,689 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4% |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 338307101
1 |
NAMES OF REPORTING PERSONS
Adams Street 2010 Direct Fund, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER
1,269,991 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
1,269,991 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,269,991 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3% |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 338307101
1 |
NAMES OF REPORTING PERSONS
Adams Street 2011 Direct Fund LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER
1,084,176 |
6 |
SHARED VOTING POWER
0 |
7 |
SOLE DISPOSITIVE POWER
1,084,176 |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,084,176 |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2% |
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
Item 1(a) Name of issuer: Five9, Inc.
Item 1(b) Address of issuer’s
principal executive offices:
Bishop Ranch 8, 4000 Executive Parkway,
Suite 400, San Ramon, CA 94583
2(a) Name of person filing:
1. Adams Street Partners,
LLC
2. Adams Street 2008
Direct Fund, L.P.
3. Adams Street 2009
Direct Fund, L.P.
4. Adams Street 2010
Direct Fund, L.P.
5. Adams Street 2011
Direct Fund LP
2(b) Address or principal business office
or, if none, residence:
For all filing persons listed in 2(a)
above: One North Wacker Drive, Suite 2200, Chicago, Illinois 60606
2(c) Citizenship:
1. Adams Street Partners,
LLC: Delaware
2. Adams Street 2008
Direct Fund, L.P.: Delaware
3. Adams Street 2009
Direct Fund, L.P.: Delaware
4. Adams Street 2010
Direct Fund, L.P.: Delaware
5. Adams Street 2011
Direct Fund LP: Delaware
2(d) Title of class of securities:
Common Stock
2(e) CUSIP No.:
338307101
Item 3. 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:
NOT APPLICABLE
Item 4. Ownership
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially
owned:
1. |
Adams Street Partners, LLC: 7,174,677 (total number of shares of common stock of issuer held indirectly through the funds listed below.) |
2. |
Adams Street 2008 Direct Fund, L.P.: 2,584,821 |
3. |
Adams Street 2009 Direct Fund, L.P.: 2,235,689 |
4. |
Adams Street 2010 Direct Fund, L.P.: 1,269,991 |
5. |
Adams Street 2011 Direct Fund LP: 1,084,176 |
(b) Percent of
class:
1. |
Adams Street Partners, LLC: 14% (total number of shares of common stock of issuer held indirectly through the funds listed below.) |
2. |
Adams Street 2008 Direct Fund, L.P.: 5% |
3. |
Adams Street 2009 Direct Fund, L.P.: 4% |
4. |
Adams Street 2010 Direct Fund, L.P.: 3% |
5. |
Adams Street 2011 Direct Fund LP: 2% |
|
|
(c) Number of
shares as to which the person has:
(i) Sole
power to vote or to direct the vote:
1. |
Adams Street Partners, LLC: 7,174,677 (total number of shares of common stock of issuer held indirectly through the funds listed below.) |
2. |
Adams Street 2008 Direct Fund, L.P.: 2,584,821 |
3. |
Adams Street 2009 Direct Fund, L.P.: 2,235,689 |
4. |
Adams Street 2010 Direct Fund, L.P.: 1,269,991 |
5. |
Adams Street 2011 Direct Fund LP: 1,084,176 |
(ii) Shared
power to vote or to direct the vote: 0 (for all filing persons)
(iii) Sole
power to dispose or to direct the disposition of:
1. |
Adams Street Partners, LLC: 7,174,677 (total number of shares of common stock of issuer held indirectly through the funds listed below.) |
2. |
Adams Street 2008 Direct Fund, L.P.: 2,584,821 |
3. |
Adams Street 2009 Direct Fund, L.P.: 2,235,689 |
4. |
Adams Street 2010 Direct Fund, L.P.: 1,269,991 |
5. |
Adams Street 2011 Direct Fund LP: 1,084,176 |
(iv) Shared
power to dispose or to direct the disposition of: 0 (for all filing persons)
Instruction. For computations
regarding securities which represent a right to acquire an underlying security see §240.13d–3(d)(1).
Item 5. Ownership of 5 Percent
or Less of a Class. 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 ¨.
NOT APPLICABLE
Instruction. Dissolution of a
group requires a response to this item.
Item 6. Ownership of More than
5 Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
NOT APPLICABLE
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding
company or control person has filed this schedule pursuant to Rule 13d–1(b)(1)(ii)(G), so indicate under Item 3(g) and attach
an exhibit stating the identity and the
Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d–1(c) or Rule 13d–1(d),
attach an exhibit stating the identification of the relevant subsidiary.
NOT APPLICABLE
Item 8. Identification and Classification
of Members of the Group. If a group has filed this schedule pursuant to §240.13d–1(b)(1)(ii)(J), so indicate under Item
3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this
schedule pursuant to Rule 13d–1(c) or Rule 13d–1(d), attach an exhibit stating the identity of each member of the group.
Adams Street 2008 Direct Fund, L.P.
(“AS 2008”) is the record owner of 2,584,821 shares of common stock of the Issuer. Adams Street 2009 Direct Fund, L.P.
(“AS 2009”) is the record owner of 2,235,689 shares of common stock of the Issuer. Adams Street 2010 Direct Fund, L.P.
(“AS 2010”) is the record owner of 1,269,991 shares of common stock of the Issuer. Adams Street 2011 Direct Fund LP
(“AS 2011”) is the record owner of 1,084,176 shares of common stock of the Issuer. The shares of common stock owned
by AS 2008, AS 2009, AS 2010 and AS 2011 (the “Shares”) may be deemed to be beneficially owned by Adams Street Partners,
LLC, the managing member of the general partner of each of AS 2008, AS 2009 and AS 2010, and the managing member of the general
partner of the general partner of AS 2011. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David S. Welsh and Michael R. Zappert,
each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment
power over the Shares. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray, David
S. Welsh and Michael R. Zappert disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
Item 9. Notice of Dissolution
of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
NOT APPLICABLE
Item 10. Certifications
NOT APPLICABLE
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.
Date: February 12, 2016
ADAMS STREET PARTNERS, LLC |
|
|
By: |
/s/ Sara Robinson Dasse |
Name: |
Sara Robinson Dasse |
Title: |
Vice President |
|
ADAMS STREET 2008 DIRECT FUND, L.P. |
|
|
By: |
ASP 2008 Direct Management, LLC, its General Partner |
By: |
Adams Street Partners, LLC, its Managing Member |
By: |
/s/ Sara Robinson Dasse |
Name: |
Sara Robinson Dasse |
Title: |
Vice President |
|
ADAMS STREET 2009 DIRECT FUND, L.P. |
|
|
By: |
ASP 2009 Direct Management, LLC, its General Partner |
By: |
Adams Street Partners, LLC, its Managing Member |
By: |
/s/ Sara Robinson Dasse |
Name: |
Sara Robinson Dasse |
Title: |
Vice President |
|
ADAMS STREET 2010 DIRECT FUND, L.P. |
|
|
By: |
ASP 2010 Direct Management, LLC, its General Partner |
By: |
Adams Street Partners, LLC, its Managing Member |
By: |
/s/ Sara Robinson Dasse |
Name: |
Sara Robinson Dasse |
Title: |
Vice President |
|
ADAMS STREET 2011 DIRECT FUND LP |
|
|
By: |
ASP 2011 Direct Management LP, its General Partner |
BY: |
ASP 2011 Direct Management LLC, its General Partner |
By: |
Adams Street Partners, LLC, its Managing Member |
By: |
/s/ Sara Robinson Dasse |
Name: |
Sara Robinson Dasse |
Title: |
Vice President |
|
EXHIBIT 1
AGREEMENT TO MAKE A JOINT FILING
The undersigned hereby agree that this
Schedule 13G is filed by and on behalf of each of them.
Date: February 12, 2016
ADAMS STREET PARTNERS, LLC |
|
|
By: |
/s/ Sara Robinson Dasse |
Name: |
Sara Robinson Dasse |
Title: |
Vice President |
|
ADAMS STREET 2008 DIRECT FUND, L.P. |
|
|
By: |
ASP 2008 Direct Management, LLC, its General Partner |
By: |
Adams Street Partners, LLC, its Managing Member |
By: |
/s/ Sara Robinson Dasse |
Name: |
Sara Robinson Dasse |
Title: |
Vice President |
|
ADAMS STREET 2009 DIRECT FUND, L.P. |
|
|
By: |
ASP 2009 Direct Management, LLC, its General Partner |
By: |
Adams Street Partners, LLC, its Managing Member |
By: |
/s/ Sara Robinson Dasse |
Name: |
Sara Robinson Dasse |
Title: |
Vice President |
|
ADAMS STREET 2010 DIRECT FUND, L.P. |
|
|
By: |
ASP 2010 Direct Management, LLC, its General Partner |
By: |
Adams Street Partners, LLC, its Managing Member |
By: |
/s/ Sara Robinson Dasse |
Name: |
Sara Robinson Dasse |
Title: |
Vice President |
|
ADAMS STREET 2011 DIRECT FUND LP |
|
|
By: |
ASP 2011 Direct Management LP, its General Partner |
BY: |
ASP 2011 Direct Management LLC, its General Partner |
By: |
Adams Street Partners, LLC, its Managing Member |
By: |
/s/ Sara Robinson Dasse |
Name: |
Sara Robinson Dasse |
Title: |
Vice President |
|
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