Edgar Filing: MMEF X LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MV Management X, L.L.C.

2. Issuer Name and Ticker or Trading Symbol
Carbonite Inc [CARB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Affiliate of Director

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING 4, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2011

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/16/2011		C		5,728,050	A	⁽¹⁾	5,744,570	I ⁽²⁾ ⁽³⁾	Menlo Ventures X, L.P. ⁽²⁾ ⁽³⁾
Common Stock	08/16/2011		C		100,245	A	⁽¹⁾	100,535	I ⁽⁴⁾	MMEF X, L.P. ⁽⁴⁾
Common Stock	08/16/2011		C		48,690	A	⁽¹⁾	48,830	I ⁽⁵⁾	Menlo Entrepreneurs Fund X, L.P. ⁽⁵⁾
Common Stock	08/16/2011		P		779,728	A	$ 10	6,524,298	I ⁽²⁾ ⁽³⁾	Menlo Ventures X, L.P. ⁽²⁾ ⁽³⁾
Common Stock	08/16/2011		P		13,644	A	$ 10	114,179	I ⁽⁴⁾	MMEF X, L.P. ⁽⁴⁾
Common Stock	08/16/2011		P		6,628	A	$ 10	55,458	I ⁽⁵⁾	Menlo Entrepreneurs Fund X, L.P. ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-1 Preferred Stock

⁽¹⁾

08/16/2011

105,957

⁽¹⁾

Common Stock

317,871

⁽¹⁾

I ⁽²⁾ ⁽³⁾

Menlo Ventures X, L.P. ⁽²⁾ ⁽³⁾

Series A-1 Preferred Stock

⁽¹⁾

08/16/2011

1,854

⁽¹⁾

Common Stock

5,562

⁽¹⁾

I ⁽⁴⁾

MMEF X, L.P. ⁽⁴⁾

Series A-1 Preferred Stock

⁽¹⁾

08/16/2011

901

⁽¹⁾

Common Stock

2,703

⁽¹⁾

I ⁽⁵⁾

Menlo Entrepreneurs Fund X, L.P. ⁽⁵⁾

Series A-2 Preferred Stock

⁽¹⁾

08/16/2011

282,061

⁽¹⁾

Common Stock

846,183

⁽¹⁾

I ⁽²⁾ ⁽³⁾

Menlo Ventures X, L.P. ⁽²⁾ ⁽³⁾

Series A-2 Preferred Stock

⁽¹⁾

08/16/2011

4,937

⁽¹⁾

Common Stock

14,811

⁽¹⁾

I ⁽⁴⁾

MMEF X, L.P. ⁽⁴⁾

Series A-2 Preferred Stock

⁽¹⁾

08/16/2011

2,397

⁽¹⁾

Common Stock

7,191

⁽¹⁾

I ⁽⁵⁾

Menlo Entrepreneurs Fund X, L.P. ⁽⁵⁾

Series B Preferred Stock

⁽¹⁾

08/16/2011

958,842

⁽¹⁾

Common Stock

2,876,526

⁽¹⁾

I ⁽²⁾ ⁽³⁾

Menlo Ventures X, L.P. ⁽²⁾ ⁽³⁾

Series B Preferred Stock

⁽¹⁾

08/16/2011

16,781

⁽¹⁾

Common Stock

50,343

⁽¹⁾

I ⁽⁴⁾

MMEF X, L.P. ⁽⁴⁾

Series B Preferred Stock

⁽¹⁾

08/16/2011

8,150

⁽¹⁾

Common Stock

24,450

⁽¹⁾

I ⁽⁵⁾

Menlo Entrepreneurs Fund X, L.P. ⁽⁵⁾

Series B-2 Preferred Stock

⁽¹⁾

08/16/2011

79,062

⁽¹⁾

Common Stock

237,186

⁽¹⁾

I ⁽²⁾ ⁽³⁾

Menlo Ventures X, L.P. ⁽²⁾ ⁽³⁾

Series B-2 Preferred Stock

⁽¹⁾

08/16/2011

1,384

⁽¹⁾

Common Stock

4,152

⁽¹⁾

I ⁽⁴⁾

MMEF X, L.P. ⁽⁴⁾

Series B-2 Preferred Stock

⁽¹⁾

08/16/2011

672

⁽¹⁾

Common Stock

2,016

⁽¹⁾

I ⁽⁵⁾

Menlo Entrepreneurs Fund X, L.P. ⁽⁵⁾

Series C Preferred Stock

⁽¹⁾

08/16/2011

360,691

⁽¹⁾

Common Stock

1,082,073

⁽¹⁾

I ⁽²⁾ ⁽³⁾

Menlo Ventures X, L.P. ⁽²⁾ ⁽³⁾

Series C Preferred Stock

⁽¹⁾

08/16/2011

6,312

⁽¹⁾

Common Stock

18,936

⁽¹⁾

I ⁽⁴⁾

MMEF X, L.P. ⁽⁴⁾

Series C Preferred Stock

⁽¹⁾

08/16/2011

3,066

⁽¹⁾

Common Stock

9,198

⁽¹⁾

I ⁽⁵⁾

Menlo Entrepreneurs Fund X, L.P. ⁽⁵⁾

Series D Preferred Stock

⁽¹⁾

08/16/2011

122,737

⁽¹⁾

Common Stock

368,211

⁽¹⁾

I ⁽²⁾ ⁽³⁾

Menlo Ventures X, L.P. ⁽²⁾ ⁽³⁾

Series D Preferred Stock

⁽¹⁾

08/16/2011

2,147

⁽¹⁾

Common Stock

6,441

⁽¹⁾

I ⁽⁴⁾

MMEF X, L.P. ⁽⁴⁾

Series D Preferred Stock

⁽¹⁾

08/16/2011

1,044

⁽¹⁾

Common Stock

3,132

⁽¹⁾

I ⁽⁵⁾

Menlo Entrepreneurs Fund X, L.P. ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MV Management X, L.L.C. 3000 SAND HILL ROAD BUILDING 4, SUITE 100 MENLO PARK, CA 94025		X		Affiliate of Director
MENLO ENTREPRENEURS FUND X LP 3000 SAND HILL ROAD BUILDING 4, SUITE 100 MENLO PARK, CA 94025		X
Menlo Ventures X L P 3000 SAND HILL ROAD BUILDING 4, SUITE 100 MENLO PARK, CA 94025		X
MMEF X LP 3000 SAND HILL ROAD BUILDING 4, SUITE 100 MENLO PARK, CA 94025		X

Signatures

/s/ Danielle Sheer, by power of attorney for MV Management X, L.L.C.		08/17/2011
^**Signature of Reporting Person		Date
/s/ Danielle Sheer, by power of attorney for MV Management X, L.L.C., General Partner of Menlo Entrepreneurs Fund X, L.P.		08/15/2011
^**Signature of Reporting Person		Date
/s/ Danielle Sheer, by power of attorney for MV Management X, L.L.C., General Partner of Menlo Ventures X, L.P.		08/15/2011
^**Signature of Reporting Person		Date
/s/ Danielle Sheer, by power of attorney for MV Management X, L.L.C, General Partner of MMEF X, L.P.		08/15/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of the Issuer's Preferred Stock converted into Common Stock on a 1:3 basis upon the closing of the Issuer's initial public offering and had no expiration date.
(2)	These shares are owned directly by Menlo Ventures X, L.P. ("Menlo X"), of which MV Management X, L.L.C. ("MVM-X") is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-X are H. DuBose Montgomery, John W. Jarve, Douglas C. Carlisle, Sonja H. Perkins, Mark A. Siegel, Pravin A. Vazirani, and Shawn T. Carolan. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person or its managing members are the beneficial owner of such securities for Section 16 or any other purpose. Pravin A. Vazirani is a director of the Issuer. (Continued in footnote 2).
(3)	Menlo X, Menlo Entrepreneurs Fund X, L.P. ("Menlo Entrepreneurs"), and MMEF X, L.P. ("MMEF") may be deemed to be members of a Section 13(d) "group." Menlo Entrepreneurs and MMEF disclose the existence of such a group and disclaim beneficial ownership of any shares held by Menlo X.
(4)	These shares are owned directly by MMEF, of which MVM-X is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-X are H. DuBose Montgomery, John W. Jarve, Douglas C. Carlisle, Sonja H. Perkins, Mark A. Siegel, Pravin A. Vazirani, and Shawn T. Carolan. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person or its managing members are the beneficial owner of such securities for Section 16 or any other purpose. Pravin A. Vazirani is a director of the Issuer. Menlo X, Menlo Entrepreneurs, and MMEF may be deemed to be members of a Section 13(d) "group." Menlo X and Menlo Entrepreneurs disclose the existence of such a group and disclaim beneficial ownership of any shares held by MMEF.
(5)	These shares are owned directly by Menlo Entrepreneurs, of which MVM-X is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-X are H. DuBose Montgomery, John W. Jarve, Douglas C. Carlisle, Sonja H. Perkins, Mark A. Siegel, Pravin A. Vazirani, and Shawn T. Carolan. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person or its managing members are the beneficial owner of such securities for Section 16 or any other purpose. Pravin A. Vazirani is a director of the Issuer. Menlo X, Menlo Entrepreneurs, and MMEF may be deemed to be members of a Section 13(d) "group." Menlo X and MMEF disclose the existence of such a group and disclaim beneficial ownership of any shares held by Menlo Entrepreneurs.

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