Sec Form 4 Filing - Maveron General Partner III LLC @ TRUPANION INC. - 2017-05-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Maveron General Partner III LLC
2. Issuer Name and Ticker or Trading Symbol
TRUPANION INC. [ TRUP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
411 FIRST AVENUE SOUTH, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
05/05/2017
(Street)
SEATTLE, WA98104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/05/2017 J( 1 ) 847,787 D $ 0 3,860,472 I See Footnote ( 2 )
Common Stock 05/05/2017 J( 3 ) 8,478 A $ 0 8,478 D
Common Stock 05/05/2017 J( 4 ) 116,243 D $ 0 529,323 I See Footnote ( 5 )
Common Stock 05/05/2017 J( 6 ) 35,970 D $ 0 163,791 I See Footnote ( 7 )
Common Stock 05/05/2017 J( 8 ) 360 A $ 0 8,838 D
Common Stock 05/05/2017 J( 9 ) 2,755 D $ 0 6,083 D
Common Stock 05/05/2017 J( 10 ) 622 A $ 0 1,655 I See Footnote ( 11 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maveron General Partner III LLC
411 FIRST AVENUE SOUTH, SUITE 600
SEATTLE, WA98104
X
Maveron Equity Partners III, L.P.
411 FIRST AVENUE SOUTH, SUITE 600
SEATTLE, WA98104
X
Maveron III Entrepreneurs Fund, L.P.
411 FIRST AVENUE SOUTH, SUITE 600
SEATTLE, WA98104
X
MEP Associates III, L.P.
411 FIRST AVENUE SOUTH, SUITE 600
SEATTLE, WA98104
X
Maveron LLC
411 FIRST AVENUE SOUTH, SUITE 600
SEATTLE, WA98104
X
Signatures
/s/ Pete McCormick, as managing member of Maveron General Partner III, LLC 05/08/2017
Signature of Reporting Person Date
/s/ Pete McCormick, as managing member of the GP of Maveron Equity Partners III, L.P. 05/08/2017
Signature of Reporting Person Date
/s/ Pete McCormick, as managing member of the GP of Maveron III Entrepreneurs Fund LP 05/08/2017
Signature of Reporting Person Date
/s/ Pete McCormick, as managing member of the GP of MEP Associates III, L.P. 05/08/2017
Signature of Reporting Person Date
/s/ Pete McCormick, as Attorney-in-Fact for Maveron LLC 05/08/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Maveron Equity Partners III, L.P. ("Maveron Equity") made pro rata distributions for no consideration of 847,787 shares of common stock of the issuer to its partners on May 5, 2017.
( 2 )Shares are owned directly by Maveron Equity. Maveron General Partner III LLC ("Maveron GP"), which is the general partner of Maveron Equity, has sole voting and investment power over the securities held by Maveron Equity. Maveron GP disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, Dan Levitan, who is a Director of the issuer, and certain other individuals are managing members of Maveron GP and may be deemed to share voting and investment power over the shares held of record by Maveron Equity. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. 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.
( 3 )Shares acquired by Maveron GP in connection with the distribution of such shares to the partners of Maveron Equity.
( 4 )MEP Associates III, L.P. ("Maveron Associates") made pro rata distributions for no consideration of 116,243 shares of common stock of the issuer to its partners on May 5, 2017.
( 5 )Shares are owned directly by Maveron Associates. Maveron GP, which is the general partner of Maveron Associates, has sole voting and investment power over the securities held by Maveron Associates. Maveron GP disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, Dan Levitan, who is a Director of the issuer, and certain other individuals are managing members of Maveron GP and may be deemed to share voting and investment power over the shares held of record by Maveron Associates. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. 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.
( 6 )Maveron III Entrepreneurs Fund, L.P. ("Maveron Entrepreneurs") made pro rata distributions for no consideration of 35,970 shares of common stock of the issuer to its partners on May 5, 2017.
( 7 )Shares are owned directly by Maveron Entrepreneurs. Maveron GP, which is the general partner of Maveron Entrepreneurs, has sole voting and investment power over the securities held by Maveron Entrepreneurs. Maveron GP disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, Dan Levitan, who is a Director of the issuer, and certain other individuals are managing members of Maveron GP and may be deemed to share voting and investment power over the shares held of record by Maveron Entrepreneurs. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. 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.
( 8 )Shares acquired by Maveron GP in connection with the distribution of such shares to the partners of Maveron Entrepreneurs.
( 9 )Maveron GP made pro rata distributions for no consideration of 2,755 shares of common stock of the issuer to its members on May 5, 2017.
( 10 )Shares acquired by Maveron LLC in connection with the distribution of such shares to the partners of Maveron Equity and Maveron Entrepreneurs.
( 11 )Shares are owned directly by Maveron LLC. Maveron LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, Dan Levitan, who is a Director of the issuer, and certain other individuals are managing members of Maveron LLC and may be deemed to share voting and investment power over the shares held of record by Maveron LLC. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purpose s of Section 16 or for any other purposes.

Remarks:
Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such reporting persons' pecuniary interest in such securities.

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).

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