FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EQUINIX INC [ EQIX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/06/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 06/06/2003 | X | 475,000 | A | 0.01 | 475,000 | I | See Notes(1)(2)(3)(4)(5)(6) | ||
Common Stock | 06/06/2003 | X | 25,000 | A | 0.01 | 25,000 | D(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Common Stock Warrant (right to buy) | 0.01 | 06/06/2003 | X | 475,000 | 06/05/2003 | 06/05/2008 | Common Stock | 475,000 | $0(8) | 0 | I | See Notes(1)(2)(3)(4)(5)(6) | |||
Common Stock Warrant (right to buy) | 0.01 | 06/06/2003 | X | 25,000 | 06/05/2003 | 06/05/2008 | Common Stock | 25,000 | $0(8) | 0 | D(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The reporting persons (the "Reporting Persons") are Crosslink Capital, Inc. ("Crosslink"), Crossover Fund III Management, L.L.C. ("Crossover III Management"), Crosslink Ventures IV Holdings, L.L.C. ("Ventures IV Holdings"), Crosslink Verwaltungs GmbH ("Verwaltungs"), Michael J. Stark, Seymour F. Kaufman, Vladimir S. Jacimovic, Daniel John Dunn, Thomas Edward Bliska, Gary Hromadko, Crosslink Crossover Fund III, L.P. ("Crossover Fund III") and Crosslink Ventures IV, L.P. ("Ventures IV"). Crosslink is an investment adviser to investment funds of which Crossover III Management, Ventures IV Holdings or Verwaltungs is the general partner, manager or the holder of Class B Units, including Crossover Fund III and Ventures IV, and other investment funds. Crossover III Management is also the investment adviser to investment funds. |
2. Mr. Stark and Mr. Kaufman are control persons of Crosslink. Mr. Stark, Mr. Kaufman, Mr. Bliska, Mr. Dunn and Mr. Jacimovic are control persons of Crossover III Management. Mr. Stark and Mr. Jacimovic are control persons of Ventures IV Holdings and Verwaltungs. |
3. The Reporting Persons purchased the Common Stock Warrants directly from Equinix, Inc. (the "Issuer") in a private placement (the "Private Placement"). In connection with the Private Placement, the Issuer amended its bylaws to provide that a representative of the Reporting Persons would be nominated to serve as a director of the Issuer. Pursuant to that amendment, Mr. Hromadko became a member of the Issuer's board of directors and serves as that representative. |
4. Crosslink, Crossover III Management, Ventures IV Holdings, Verwaltungs, Mr. Stark, Mr. Kaufman, Mr. Jacimovic, Mr. Dunn, Mr. Bliska and Mr. Hromadko are filing this Form 4 jointly as a group, but disclaim membership in a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with any other person. Crossover Fund III and Ventures IV are filing this Form 4 jointly with the other Reporting Persons, but not as members of a group, and they expressly disclaim membership in a group, within the meaning of Rule 13d-5(b), with any other person. |
5. These securities are held directly by investment funds to which Crosslink or Crossover III Management is investment adviser, including Crossover Fund III and Ventures IV, for the benefit of the investors in those funds. These securities are indirectly beneficially owned by Crosslink or Crossover III Management as the investment adviser to each of those funds, by Crossover III Management, Ventures IV Holdings and Verwaltungs as the general partner, manager or holder of Class B Units of each of those funds, and by Mr. Stark, Mr. Kaufman, Mr. Jacimovic, Mr. Bliska and Mr. Dunn as the various control persons of those entities. The Reporting Persons, except for Crossover Fund III and Ventures IV, disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. |
6. The filing of this Form 4 on behalf of Crossover Fund III and Ventures IV should not be construed as an admission that either of them is, and each disclaims that it is, the beneficial owner as defined in Rule 13d-3 under the Exchange Act, of any of the Stock covered by this Form 4. No client account of Crosslink or Crossover III Management, other than Crossover Fund III and Ventures IV, holds more than ten percent of the outstanding stock of the Issuer. |
7. These securities are beneficially owned directly by Mr. Hromadko. |
8. On June 5, 2003, investment funds to which Crosslink or Crossover III Management is the investment adviser and to which Crossover III Management, Ventures IV Holdings or Verwaltungs is the general partner, manager or holder of Class B Units, purchased from the Issuer in a private placement, for an aggregate purchase price of $10,000,000, Series A-2 Notes Due 2007, the Common Stock Warrants, Series A and Series B Cash Trigger Warrants for the purchase of shares of the Issuer's common stock and Change in Control Warrants for the purchase of shares of the Issuer's common stock. |
Thomas Edward Bliska | 06/12/2003 | |
Daniel John Dunn | 06/12/2003 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |