Principal Shareholders
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of our common stock as of January 25, 2000, and as adjusted to reflect
the sale of the shares of common stock in this offering, by:
- each person known by us to be the beneficial owner of more than 5% of our
common stock;
- each of our executive officers listed in the Summary Compensation table;
- each of our directors; and
- all of our executive officers and directors as a group.
To our knowledge, each person has sole voting and investment power over the
shares shown as beneficially owned except to the extent authority is shared by
spouses under applicable law and except as described in the footnotes to the
table. The number of shares of common stock owned by each person listed includes
shares of common stock underlying options held by that person that are
exercisable within 60 days after January 25, 2000. The number of outstanding
shares of common stock used in calculating the percentage ownership for each
person listed includes the shares of common stock underlying options held by
that person that are exercisable within 60 days after January 25, 2000, but
excludes shares of common stock underlying options held by any other person.
Percentage ownership calculations are based on 29,210,864 shares of common stock
outstanding as of January 25, 2000, and the additional shares of
common stock to be sold in this offering.
PERCENTAGE OF
COMMON STOCK
OUTSTANDING
--------------------
NUMBER OF SHARES BEFORE AFTER
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OFFERING OFFERING
------------------------ ------------------ -------- --------
North Bridge Venture Partners(1)... 5,585,190 19.12%
Matrix Partners(2)................. 7,684,806 26.31
Accel Partners(3).................. 2,428,684 8.31
Chin-Cheng Wu(4)................... 2,581,600 8.84
Louis J. Volpe..................... 1,300,000 4.45
Cynthia M. Deysher(5).............. 371,600 1.27
Christopher P. Lynch(6)............ 400,000 1.37
Peter M. Piscia(7)................. 166,066 *
Paul J. Ferri(8)................... 7,684,806 26.31
Edward T. Anderson(9).............. 5,585,190 19.12
James A. Dolce, Jr.(10)............ 68,920 *
All executive officers
and directors as a group
(eight persons).................. 18,158,182 62.11
---------------
* Less than 1%.
(1) Composed of 5,303,206 shares held by North Bridge Venture Partners II,
L.P., 191,156 shares held by North Bridge Venture Partners IV-A, L.P. and
90,828 shares held by North Bridge Venture Partners IV-B, L.P. The address
of North Bridge Venture Partners, L.P. is 950 Winter Street, Suite 4600,
Waltham, MA 02451.
(2) Composed of 6,931,976 shares held by Matrix Partners IV, L.P., 364,840
shares held by Matrix IV Entrepreneurs Fund, L.P., 333,672 shares held by
Matrix Partners VI, L.P. and 54,318 shares held by Weston & Co., as nominee
for certain persons. The address of Matrix Partners is Bay Colony Corporate
Center, 1000 Winter Street, Suite 4500, Waltham, MA 02154.
(3) Composed of 1,906,518 shares held by Accel V L.P., 252,582 shares held by
Accel Internet/Strategic Technology Fund L.P., 99,576 shares held by Accel
Keiretsu V L.P., 116,578 shares held by Accel
Investors '97 L.P. and 53,430 shares held by Ellmore C. Patterson Partners.
The address of Accel Partners is One Palmer Square, Princeton, New Jersey
08542.
(4) Includes 1,000,000 shares held by the Chin-Cheng Wu 1996 Irrevocable
Children's Trust dated December 9, 1996. The address of Chin-Cheng Wu is
c/o ArrowPoint Communications, Inc., 50 Nagog Park, Acton, Massachusetts
01720.
(5) Includes 16,000 shares held for the benefit of Ms. Deysher's minor children
under the Massachusetts Uniform Transfer to Minors Act.
(6) Includes 8,000 shares held for the benefit of Mr. Lynch's minor children
under the Massachusetts Uniform Transfer to Minors Act.
(7) Includes 26,066 shares issuable upon the exercise of options exercisable
within 60 days after January 25, 2000.
(8) Composed of 6,931,976 shares held by Matrix Partners IV, L.P., 364,840
shares held by Matrix IV Entrepreneurs Fund, L.P., 333,672 shares held by
Matrix Partners VI, L.P. and 54,318 shares held by Weston & Co. Mr. Ferri
is a general partner of Matrix IV Management Co., L.P., which is a general
partner of each of Matrix Partners IV, L.P. and Matrix IV Entrepreneurs
Fund, L.P. Mr. Ferri is a member of Matrix VI Management Co., L.L.C., which
is the general partner of Matrix Partners VI, L.P. Mr. Ferri is also an
authorized signatory for Weston & Co.
(9) Composed of 5,303,206 shares held by North Bridge Venture Partners II,
L.P., 191,156 held by North Bridge Venture Partners IV-A, L.P. and 90,828
shares held by North Bridge Venture Partners IV-B, L.P. Mr. Anderson is a
general partner of North Bridge Venture Management II, L.P., which is the
general partner of North Bridge Venture Partners II, L.P. Mr. Anderson is
also a general partner of North Bridge Venture Management IV, L.P., which
is the general partner of each of North Bridge Venture Partners IV-A, L.P.
and North Bridge Venture Partners IV-B, L.P.
(10) Composed of 50,000 shares held by the Alexer Family Limited Partnership and
18,920 held by Mr. Dolce. Mr. Dolce is a general partner of the Alexer
Family Limited Partnership.
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