PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of our common stock
as of April 30, 1999 and as adjusted to reflect the sale of the shares of
common stock offered hereby by:
. the chief executive officer, each of the executive officers named in the
summary compensation table and each of Agile's directors;
. all executive officers and directors as a group; and
. each person or entity who is known by Agile to beneficially own more than
5% of Agile's outstanding common stock.
Unless otherwise indicated, the address for each of the named individuals
is c/o Agile Software Corporation, One Almaden Boulevard, San Jose, California
95113-2211. Except as otherwise indicated, and subject to applicable community
property laws, we believe that the persons named in the table have sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by them.
Applicable percentage ownership in the table is based on 16,133,298 shares
of common stock outstanding as of April 30, 1999 and shares outstanding
immediately following the completion of this offering, assuming the
underwriters' over-allotment option is not exercised, and assuming the
exercise of a warrant to purchase 60,000 shares of preferred stock and the
conversion of all shares of preferred stock into common stock. Of the total
shares outstanding, 963,606 shares are subject to our right of repurchase.
Beneficial ownership is determined under the rules and regulations of the
Securities and Exchange Commission. Shares of common stock subject to options
or warrants that are presently exercisable or exercisable within 60 days of
April 30, 1999 are deemed outstanding for the purpose of computing the
percentage ownership of the person or entity holding options or warrants, but
are not treated as outstanding for the purpose of computing the percentage
ownership of any other person or entity. Entries denoted by an asterisk
represent an amount less than 1%.
Shares Percentage
Beneficially Beneficially
Owned Owned
------------ -----------------
Prior to After
Name and Address of Beneficial Owner Number Offering Offering
------------------------------------ ------------ -------- --------
Bryan D. Stolle(1)............................... 1,020,500 6.3%
Thomas P. Shanahan(2)............................ 410,000 2.5
Dorothy O. Wise(3)............................... 228,000 1.4
Carol B. Schrader(4)............................. 135,000 *
James L. Patterson(5)............................ 153,827 *
Nancy J. Schoendorf(6)........................... 5,280,493 32.7
c/o Mohr, Davidow Ventures
2775 Sand Hill Road
Building 1, Suite 240
Menlo Park, CA 94025
Michael Moritz(7)................................ 3,229,820 20.0
c/o Sequoia Capital
3000 Sand Hill Road
Building 4, Suite 280
Menlo Park, CA 94025
Klaus-Dieter Laidig(8)........................... 50,000 *
52
Shares Percentage
Beneficially Beneficially
Owned Owned
------------ -----------------
Prior to After
Name and Address of Beneficial Owner Number Offering Offering
------------------------------------ ------------ -------- --------
Entities associated with Mohr Davidow
Ventures(9)................................... 5,280,493 32.7%
2775 Sand Hill Road
Building 1, Suite 240
Menlo Park, CA 94025
Entities associated with Sequoia Capital(10)... 3,229,820 20.0
3000 Sand Hill Road
Building 4, Suite 280
Menlo Park, CA 94025
Entities associated with Accel Partners(11).... 1,028,115 6.4
428 University Avenue
Palo Alto, CA 94301
All executive officers and directors
as a group (8 persons)(12)................... 10,582,765 64.5
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