Sec Form 4 Filing - MV Management X, L.L.C. @ Carbonite Inc - 2013-08-29

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
MV Management X, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
Carbonite Inc [ CARB]
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)
3000 SAND HILL ROAD, BLDG. 4, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
08/29/2013
(Street)
MENLO PARK, CA94025
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 08/29/2013 S 487,328 D $ 14.25 6,162,938 I By Menlo Ventures X, L.P. ( 2 ) ( 3 )
Common Stock 08/29/2013 S 4,143 D $ 14.25 52,385 I By Menlo Entrepreneurs Fund X, L.P. ( 4 )
Common Stock 08/29/2013 S 8,529 D $ 14.25 107,855 I By MMEF X, L.P. ( 5 )
Common Stock 08/29/2013 J( 1 ) 1,461,988 D 4,700,950 I ( 1 ) By Menlo Ventures X, L.P. ( 2 ) ( 3 )
Common Stock 08/29/2013 J( 1 ) 12,427 D 39,958 I ( 1 ) By Menlo Entrepreneurs Fund X, L.P. ( 4 )
Common Stock 08/29/2013 J( 1 ) 25,585 D 82,270 I ( 1 ) By MMEF X, L.P. ( 5 )
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
MV Management X, L.L.C.
3000 SAND HILL ROAD, BLDG. 4, SUITE 100
MENLO PARK, CA94025
X
Menlo Ventures X L P
3000 SAND HILL ROAD, BLDG. 4, SUITE 100
MENLO PARK, CA94025
X
MENLO ENTREPRENEURS FUND X LP
3000 SAND HILL ROAD, BLDG. 4, SUITE 100
MENLO PARK, CA94025
X
MMEF X LP
3000 SAND HILL ROAD, BLDG. 4, SUITE 100
MENLO PARK, CA94025
X
Signatures
MV Management X, L.L.C., /s/ Pravin A. Vazirani, Managing Member 09/03/2013
Signature of Reporting Person Date
Menlo Ventures X, L.P., By: MV Management X, L.L.C., its General Partner, /s/ Pravin A. Vazirani, Managing Member 09/03/2013
Signature of Reporting Person Date
Menlo Entrepreneurs Fund X, L.P., By: MV Management X, L.L.C., its General Partner, /s/ Pravin A. Vazirani, Managing Member 09/03/2013
Signature of Reporting Person Date
MMEF X, L.P., By: MV Management X, L.L.C., its General Partner, /s/ Pravin A. Vazirani, Managing Member 09/03/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Explanation of code (J): Pro rata in kind distribution without consideration by Menlo Ventures X, L.P., Menlo Entrepreneurs Fund X, L.P. and MMEF X, L.P. to all their partners, including MV Management X, L.L.C., which in turn distributed pro rata in kind without consideration the 15,000 shares it received to its members, which include Pravin A. Vazirani, a managing member of MV Management X, L.L.C and a director of the Issuer. Mr. Vazirani is reporting on a separate form and is not part of this joint filing.
( 2 )These shares are owned directly by Menlo Ventures X, L.P. ("Menlo X"), of which MV Management X, L.L.C. ("MVM-X") is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-X are Shawn T. Carolan, H.D. Montgomery, Douglas C. Carlisle, John W. Jarve, Sonja H. Perkins, Mark A. Siegel, and Pravin A. Vazirani. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.(Continued in footnote 3)
( 3 )Pravin A. Vazirani is a director of Issuer. Menlo X, Menlo Entrepreneurs Fund X, L.P. and MMEF X, L.P. may be deemed to be a member of a Section 13(d) "group." Menlo Entrepreneurs Fund X, L.P. and MMEF X, L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by Menlo X.
( 4 )These shares are owned directly by Menlo Entrepreneurs Fund X, L.P., of which MVM-X is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-X are Shawn T. Carolan, H.D. Montgomery, Douglas C. Carlisle, John W. Jarve, Sonja H. Perkins, Mark A. Siegel, and Pravin A. Vazirani. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Pravin A. Vazirani is a director of Issuer. Menlo X, Menlo Entrepreneurs Fund X, L.P. and MMEF X, L.P. may be deemed to be a member of a Section 13(d) "group." Menlo X and MMEF X, L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by Menlo Entrepreneurs Fund X, L.P.
( 5 )Theses shares are owned directly by MMEF X, L.P., of which MVM-X is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-X are Shawn T. Carolan, H.D. Montgomery, Douglas C. Carlisle, John W. Jarve, Sonja H. Perkins, Mark A. Siegel, and Pravin A. Vazirani. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Pravin A. Vazirani is a director of Issuer. Menlo X, Menlo Entrepreneurs Fund X, L.P. and MMEF X, L.P. may be deemed to be a member of a Section 13(d) "group." Menlo X and Menlo Entrepreneurs Fund X, L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by MMEF X, L.P.

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