Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment
No. 1)*
LogMeIn,
Inc.
(Name of
Issuer)
Common
Stock, $0.01 par value
(Title of Class of Securities)
54142L109
(CUSIP Number)
December
31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
x
|
Rule
13d-1(d)
|
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on 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).
(Continued
on following pages)
CUSIP
No: 54142L109
|
Page 2 of
14
|
1
|
NAME
OF REPORTING PERSON
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Polaris
Venture Partners IV, L.P. (“PVP IV”)
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
|
||
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
1,029,664
shares, except that (i) Polaris Venture Management Co. IV, L.L.C. (“PVM
IV”), the general partner of PVP IV, may be deemed to have sole power to
vote these shares, and (ii) Jonathan A. Flint (“Flint”), a managing member
of PVM IV, may be deemed to have shared power to vote these shares,
Terrance G. McGuire (“McGuire”), a managing member of PVM IV, may be
deemed to have shared power to vote these shares, and Alan G. Spoon
(“Spoon”), a managing member of PVM IV, may be deemed to have shared power
to vote these shares.
|
|
6
|
SHARED
VOTING POWER
See
response to row 5
|
||
7
|
SOLE
DISPOSITIVE POWER
1,029,664
shares, except that (i) PVM IV, the general partner of PVP IV, may be
deemed to have sole power to dispose of these shares, and (ii) Flint, a
managing member of PVM IV, may be deemed to have shared power to dispose
of these shares, McGuire, a managing member of PVM IV, may be deemed to
have shared power to dispose of these shares, and Spoon, a managing member
of PVM IV, may be deemed to have shared power to dispose of these
shares.
|
||
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,029,664
|
||
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.35%
|
||
12
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
No: 54142L109
|
Page 3 of
14
|
1
|
NAME
OF REPORTING PERSON
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Polaris
Venture Partners Entrepreneurs’ Fund IV, L.P. (“PVP Entrepreneurs
IV”)
|
||
2
|
|||
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
19,235
shares, except that (i) PVM IV, the general partner of PVP Entrepreneurs
IV, may be deemed to have sole power to vote these shares, and (ii) Flint,
a managing member of PVM IV, may be deemed to have shared power to vote
these shares, McGuire, a managing member of PVM IV, may be deemed to have
shared power to vote these shares, and Spoon, a managing member of PVM IV,
may be deemed to have shared power to vote these
shares.
|
|
6
|
SHARED
VOTING POWER
See
response to row 5
|
||
7
|
SOLE
DISPOSITIVE POWER
19,235
shares, except that (i) PVM IV, the general partner of PVP Entrepreneurs
IV, may be deemed to have sole power to dispose of these shares, and (ii)
Flint, a managing member of PVM IV, may be deemed to have shared power to
dispose of these shares, McGuire, a managing member of PVM IV, may be
deemed to have shared power to dispose of these shares, and Spoon, a
managing member of PVM IV, may be deemed to have shared power to dispose
of these shares.
|
||
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,235
|
||
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.08%
|
||
12
|
TYPE
OF REPORTING PERSON*
PN
|
CUSIP
No: 54142L109
|
Page 4 of
14
|
1
|
NAME
OF REPORTING PERSON
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Polaris
Venture Management Co. IV, L.L.C. (“PVM IV”)
|
||
2
|
|||
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
1,048,899 shares, of
which 1,029,664
shares are directly owned by PVP IV and 19,235 shares are
directly owned by PVP Entrepreneurs IV, except that Flint, a
managing member of PVM IV (which is general partner of PVP IV and PVP
Entrepreneurs IV and may be deemed to have sole power to vote these
shares), may be deemed to have shared power to vote these shares, McGuire,
a managing member of PVM IV, may be deemed to have shared power to vote
these shares, and Spoon, a managing member of PVM IV, may be deemed to
have shared power to vote these shares.
|
|
6
|
SHARED
VOTING POWER
See
response to row 5
|
||
7
|
SOLE
DISPOSITIVE POWER
1,048,899 shares, of
which 1,029,664
shares are directly owned by PVP IV and 19,235 shares are
directly owned by PVP Entrepreneurs IV, except that Flint, a managing
member of PVM IV (which is general partner of PVP IVand PVP Entrepreneurs
IV and may be deemed to have sole power to dispose of these shares), may
be deemed to have shared power to dispose of these shares, McGuire, a
managing member of PVM IV, may be deemed to have shared power to dispose
of these shares, and Spoon, a managing member of PVM IV, may be deemed to
have shared power to dispose of these shares.
|
||
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,048,899
|
||
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.43%
|
||
12
|
TYPE
OF REPORTING PERSON*
OO
|
CUSIP
No: 54142L109
|
Page 5
of 14
|
1
|
NAME
OF REPORTING PERSON
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan
G. Spoon
|
||
2
|
|||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,048,899 shares, of which
1,029,664
shares are directly owned by PVP IV and 19,235 are
directly owned by PVP Entrepreneurs IV, except that, PVM IV, as the
general partner of PVP IV and PVP Entrepreneurs IV, may be deemed to have
sole power to vote PVP IV’s shares and PVP Entrepreneurs IV’s shares
(collectively, the “Fund IV Shares”), Flint, as a managing member of PVM
IV, may be deemed to have shared power to vote the Fund IV Shares, and
McGuire, as a managing member of PVM IV, may be deemed to have shared
power to vote the Fund IV Shares.
|
|
6
|
SHARED
VOTING POWER
See
response to row 5
|
||
7
|
SOLE
DISPOSITIVE POWER
1,048,899 shares, of which
1,029,664 shares
are directly owned by PVP IV and 19,235 are directly
owned by PVP Entrepreneurs IV, except that, PVM IV, as the general partner
of PVP IV and PVP Entrepreneurs IV, may be deemed to have sole power to
dispose of the Fund IV Shares, Flint, as a managing member of PVM IV, may
be deemed to have shared power to dispose of the Fund IV Shares, and
McGuire, as a managing member of PVM IV, may be deemed to have shared
power to dispose of the Fund IV Shares.
|
||
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,048,899
|
||
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.43%
|
||
12
|
TYPE
OF REPORTING PERSON*
IN
|
CUSIP
No: 54142L109
|
Page 6
of 14
|
1
|
NAME
OF REPORTING PERSON
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Terrance
G. McGuire
|
||
2
|
|||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,048,899 shares, of which
1,029,664
shares are directly owned by PVP IV and 19,235 are
directly owned by PVP Entrepreneurs IV, except that, PVM IV, as the
general partner of PVP IV and PVP Entrepreneurs IV, may be deemed to have
sole power to vote the Fund IV Shares, Flint, as a managing member of PVM
IV, may be deemed to have shared power to vote the Fund IV Shares, and
Spoon, as a managing member of PVM IV, may be deemed to have shared power
to vote the Fund IV Shares.
|
|
6
|
SHARED
VOTING POWER
See
response to row 5
|
||
7
|
SOLE
DISPOSITIVE POWER
1,048,899 shares, of which
1,029,664 shares
are directly owned by PVP IV and 19,235 are directly
owned by PVP Entrepreneurs IV, except that, PVM IV, as the general partner
of PVP IV and PVP Entrepreneurs IV, may be deemed to have sole power to
dispose of the Fund IV Shares, Flint, as a managing member of PVM IV, may
be deemed to have shared power to dispose of the Fund IV Shares, and
Spoon, as a managing member of PVM IV, may be deemed to have shared power
to dispose of the Fund IV Shares.
|
||
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,048,899
|
||
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.43%
|
||
12
|
TYPE
OF REPORTING PERSON*
IN
|
CUSIP
No: 54142L109
|
Page 7
of 14
|
1
|
NAME
OF REPORTING PERSON
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan
A. Flint
|
||
2
|
|||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,048,899 shares, of which
1,029,664
shares are directly owned by PVP IV and 19,235 are
directly owned by PVP Entrepreneurs IV, except that, PVM IV, as the
general partner of PVP IV and PVP Entrepreneurs IV, may be deemed to have
sole power to vote the Fund IV Shares, McGuire, as a managing member of
PVM IV, may be deemed to have shared power to vote the Fund IV Shares, and
Spoon, as a managing member of PVM IV, may be deemed to have shared power
to vote the Fund IV Shares.
|
|
6
|
SHARED
VOTING POWER
See
response to row 5
|
||
7
|
SOLE
DISPOSITIVE POWER
1,048,899 shares, of
which 1,029,664 shares
are directly owned by PVP IV and 19,235 are directly
owned by PVP Entrepreneurs IV, except that, PVM IV, as the general partner
of PVP IV and PVP Entrepreneurs IV, may be deemed to have sole power to
dispose of the Fund IV Shares, McGuire, as a managing member of PVM IV,
may be deemed to have shared power to dispose of the Fund IV Shares, and
Spoon, as a managing member of PVM IV, may be deemed to have shared power
to dispose of the Fund IV Shares.
|
||
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,048,899
|
||
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.43%
|
||
12
|
TYPE
OF REPORTING PERSON*
IN
|
CUSIP
No: 54142L109
|
Page 8 of
14
|
ITEM
1(A).
|
NAME OF
ISSUER
|
|
LogMeIn,
Inc.
|
ITEM
1(B).
|
ADDRESS OF ISSUER’S
PRINCIPAL EXECUTIVE OFFICES
|
|
500
Unicorn Park Drive
|
|
Woburn,
MA 01801, United States
|
ITEM
2(A).
|
NAME OF PERSONS
FILING
|
|
PVP
IV, PVP Entrepreneurs IV, PVM IV, Flint, McGuire and Spoon. The
foregoing entities and individuals are collectively referred to as the
“Reporting Persons.”
|
|
Flint,
McGuire and Spoon, are the sole managing members of PVM IV (the sole
general partner of PVP IV and PVP Entrepreneurs IV). To the
extent feasible, PVP Entrepreneurs IV invests alongside PVP
IV.
|
ITEM
2(B).
|
ADDRESS OF PRINCIPAL
OFFICE
|
The address for each of the Reporting
Persons is:
c/o
Polaris Venture Partners
1000
Winter Street
Suite
3350
Waltham,
MA 02451
ITEM
2(C).
|
CITIZENSHIP
|
|
Flint, McGuire and
Spoon are United States citizens. PVP IV and PVP
Entrepreneurs IV are limited partnerships organized under the laws of the
State of Delaware. PVM IV is a limited liability company
organized under the laws of the State of
Delaware.
|
ITEM
2(D).
|
TITLE OF CLASS OF
SECURITIES AND CUSIP NUMBER
|
|
Common
Stock, $0.01 par value per share
|
ITEM
2(E).
|
CUSIP
NUMBER
|
54142L109
ITEM
3.
|
Not
Applicable
|
CUSIP
No: 54142L109
|
Page 9 of
14
|
ITEM
4.
|
OWNERSHIP
|
|
The
approximate percentages of Common Stock reported as beneficially owned by
the Reporting Persons is based upon 23,681,570 shares of Common Stock
outstanding as of October 20, 2010, as reported on LogMeIn, Inc.’s Form
10-Q for the quarter ended September 30,
2010.
|
|
The
following information with respect to the ownership of the ordinary shares
of the issuer by the Reporting Persons filing this Statement is provided
as of December 31, 2010:
|
|
(a)
|
Amount beneficially
owned:
|
|
See
Row 9 of cover page for each Reporting
Person.
|
|
(b)
|
Percent of
Class:
|
|
See
Row 11 of cover page for each Reporting
Person.
|
|
(c)
|
Number of shares as to
which such person has:
|
|
(i)
|
Sole power to vote or
to direct the vote:
|
|
See
Row 5 of cover page for each Reporting
Person.
|
|
(ii)
|
Shared power to vote
or to direct the vote:
|
See Row 6
of cover page for each Reporting Person.
|
(iii)
|
Sole power to dispose
or to direct the disposition
of:
|
See Row 7
of cover page for each Reporting Person.
|
(iv)
|
Shared power to
dispose or to direct the disposition
of:
|
|
See
Row 8 of cover page for each Reporting
Person.
|
ITEM
5.
|
OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS
|
|
Not
applicable.
|
ITEM
6.
|
OWNERSHIP OF MORE THAN
FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
|
|
Under
certain circumstances set forth in the limited partnership agreements of
PVP IV and PVP Entrepreneurs IV, and the limited liability company
agreement of PVM IV, the general and limited partners or members of each
such entity, as applicable, may be deemed to have the right to receive
dividends from, or the proceeds from, the sale of shares of the issuer
owned by each such entity of which they are a partner or member, as
applicable.
|
ITEM
7.
|
IDENTIFICATION AND
CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY
|
|
Not
applicable.
|
CUSIP
No: 54142L109
|
Page 10
of 14
|
ITEM
8.
|
IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE
GROUP.
|
|
Not
applicable.
|
ITEM
9.
|
NOTICE OF DISSOLUTION
OF GROUP.
|
|
Not
applicable.
|
ITEM
10.
|
CERTIFICATION.
|
|
Not
applicable.
|
CUSIP
No: 54142L109
|
Page 11 of
14
|
SIGNATURES
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
11, 2011
POLARIS
VENTURE PARTNERS IV, L.P.
|
||
By:
|
Polaris
Venture Management Co. IV, L.L.C.
|
|
By:
|
*
|
|
|
Managing
Member
|
|
POLARIS
VENTURE PARTNERS ENTREPRENEURS’ FUND IV, L.P.
|
||
By:
|
Polaris
Venture Management Co. IV, L.L.C.
|
|
By:
|
*
|
|
|
Managing
Member
|
|
POLARIS
VENTURE MANAGEMENT CO. IV, L.L.C.
|
||
By:
|
*
|
|
|
Managing
Member
|
|
JONATHAN
A. FLINT
|
||
By:
|
*
|
|
|
Jonathan
A. Flint
|
|
TERRANCE
G. MCGUIRE
|
||
By:
|
*
|
|
Terrance
G. McGuire
|
||
ALAN
G. SPOON
|
||
By:
|
*
|
|
Alan
G. Spoon
|
CUSIP
No: 54142L109
|
Page 12 of
14
|
*By:
|
/s/ John Gannon | |
Name: | John Gannon | |
Attorney-in-Fact | ||
This Schedule 13G was executed pursuant
to a Power of Attorney. Note that copies of the applicable
Powers of Attorney are already on file with the appropriate
agencies.
CUSIP
No: 54142L109
|
Page 13 of
14
|
EXHIBIT
I
Pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, the undersigned hereby agree that only one
statement containing the information required on Schedule 13G need be filed with
respect to ownership by each of the undersigned of shares of Common Stock of
LogMeIn, Inc.
This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original.
Date: February
11, 2011
POLARIS
VENTURE PARTNERS IV, L.P.
|
||
By:
|
Polaris
Venture Management Co. IV, L.L.C.
|
|
By:
|
*
|
|
|
Managing
Member
|
|
POLARIS
VENTURE PARTNERS ENTREPRENEURS’ FUND IV, L.P.
|
||
By:
|
Polaris
Venture Management Co. IV, L.L.C.
|
|
By:
|
*
|
|
|
Managing
Member
|
|
POLARIS
VENTURE MANAGEMENT CO. IV, L.L.C.
|
||
By:
|
*
|
|
|
Managing
Member
|
|
JONATHAN
A. FLINT
|
||
By:
|
*
|
|
|
Jonathan
A. Flint
|
|
TERRANCE
G. MCGUIRE
|
||
By:
|
*
|
|
Terrance
G. McGuire
|
||
ALAN
G. SPOON
|
||
By:
|
*
|
|
Alan
G. Spoon
|
CUSIP
No: 54142L109
|
Page 14
of 14
|
*By:
|
/s/ John Gannon | |
Name: | John Gannon | |
Attorney-in-Fact | ||
This Schedule 13G was executed pursuant
to a Power of Attorney. Note that copies of the applicable
Powers of Attorney are already on file with the appropriate
agencies.