| 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) 03/08/2004 | ||||||||||||||||||||||||||
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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 | 03/08/2004 | S | 25,000 | D | $32.3163 | 192,750 | I | See Notes 1 through 6(1)(2)(3)(4)(5)(6) | ||
| Common Stock | 03/09/2004 | S | 17,750 | D | $32.2453 | 175,000 | I | See Notes 1 through 6(1)(2)(3)(4)(5)(6) | ||
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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 | ||||||||
| Explanation of Responses: |
| 1. 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, and Crosslink Crossover Fund III, L.P. (Crossover Fund III). 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 other investment funds. Crossover III Management is also the investment adviser to investment funds. |
| 2. 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. In connection with a private placement on June 5, 2003, in which the Reporting Persons purchased from the Issuer certain of its securities, 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. In addition to the shares reported on this Form 4,Mr. Hromadko owns 25,000 shares of the Issuer's common stock, as reported on a Form 3 filed by the Reporting Persons on June 16, 2003. |
| 3. 3. 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 is filing this Form 4 jointly with the other Reporting Persons, but not as a member of a group, and it expressly disclaims membership in a group, within the meaning of Rule 13d-5(b), with any other person. |
| 4. 4. These securities are held directly by investment funds to which Crosslink or Crossover III Management is investment adviser, including Crossover Fund III, 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. |
| 5. 5. The Reporting Persons, except for Crossover Fund III, disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. The filing of this Form 4 on behalf of Crossover Fund III should not be construed as an admission that it is, and it 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, holds more than ten percent of the Issuer's outstanding stock. |
| 6. 5. The number of shares reported in Column 5 reflects a distribution on February 27, 2004, of 257,750 shares of the Issuer's common stock to the limited partners of investment funds of which Crosslink is the investment adviser and of which Crossover III Management, Ventures IV Holdings or Verwaltungs is the general partner, manager or holder of Class B Units. |
| Crosslink Capital, Inc. By Michael J. Stark, President | 03/10/2004 | |
| Crosslink Crossover Fund III, L.P., General Partner, By Michael Stark, Senior Fund Manager | 03/10/2004 | |
| Crossover Fund III Management, L.L.C. By Michael Stark, Senior Fund Manager | 03/10/2004 | |
| Crosslink Ventures IV HOldings, L.L.C. By Michael Stark | 03/10/2004 | |
| Crosslink Verwaltungs GmbH By Michael Stark | 03/10/2004 | |
| Michael J. Stark | 03/10/2004 | |
| Seymour F. Kaufman | 03/10/2004 | |
| Thomas Edward Bliska | 03/10/2004 | |
| Daniel John Dunn | 03/10/2004 | |
| Vladimir S. Jacimovic | 03/10/2004 | |
| ** 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. | ||