UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

The Rubicon Project, Inc.

(Name of Issuer)

 

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

 

78112V102

(CUSIP Number)

 

December 31, 2015

Date of Event Which Requires Filing of the Statement

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
¨Rule 13d-1(c)
xRule 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).

 

 
 

 

CUSIP No. 78112V102 13G  

 

             
  1.   

Name of Reporting Person

 

Clearstone Venture Partners III-A, L.P.

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  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

 

4,010,692

  6.  

Shared Voting Power

 

0

  7.  

Sole Dispositive Power

 

4,010,692

  8.  

Shared Dispositive Power

 

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,010,692

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

    8.61%*

12.  

Type of Reporting Person

 

    PN

 

*The percentage is calculated based on the Issuer having 46,600,050 shares of common stock outstanding as of December 31, 2015, as reported by the Issuer to the Reporting Person.

 

 
 

 

             
  1.   

Name of Reporting Person

 

Clearstone Venture Partners III-B, a Delaware multiple series LLC

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨       (b)  x

 

  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

 

71,695

  6.  

Shared Voting Power

 

0

  7.  

Sole Dispositive Power

 

71,695

  8.  

Shared Dispositive Power

 

0

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

71,695

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

    0.15%*

12.  

Type of Reporting Person

 

    OO

 

*The percentage is calculated based on the Issuer having 46,600,050 shares of common stock outstanding as of December 31, 2015, as reported by the Issuer to the Reporting Person.

 

 
 

 

             
  1.   

Name of Reporting Person

 

Clearstone Venture Management III, L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  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

 

4,082,387

  6.  

Shared Voting Power

 

0

  7.  

Sole Dispositive Power

 

4,082,387

  8.  

Shared Dispositive Power

 

0

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11.  

Percent of Class Represented by Amount in Row (9)

 

    8.76%*

12.  

Type of Reporting Person

 

    OO

 

*The percentage is calculated based on the Issuer having 46,600,050 shares of common stock outstanding as of December 31, 2015, as reported by the Issuer to the Reporting Person.

 

 
 

 

CUSIP No. 78112V102 13G  

 

Item 1(a)  

Name of Issuer

 

The Rubicon Project, Inc. (the “Issuer”)

   
Item 1(b)  

Address of Issuer’s Principal Executive Offices

 

12181 Bluff Creek Drive,

4th Floor

Los Angeles, CA 90094

   
Item 2(a)  

Name of Person Filing

 

This Statement is filed by the following entities (referred to as the “Reporting Persons”):

 

·         Clearstone Venture Partners III-A, L.P. (“Clearstone A”)

·         Clearstone Venture Partners III-B, a Delaware Multiple Series LLC (“Clearstone B”)

·         Clearstone Venture Management III, LLC (the “General Partner”)

   
Item 2(b)  

Address of Principal Business Office

 

725 Arizona Avenue, Suite 304

Santa Monica, CA 90401

   
Item 2(c)  

Citizenship

 

The Reporting Persons listed in Item 2(a) are organized under the laws of Delaware.

   
Item 2(d)  

Title of Class of Securities

 

Common Stock, $0.00001 par value

   
Item 2(e)  

CUSIP Number

 

78112V102

 

Item 3   If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
     
    Not applicable.

 

Item 4   Ownership
     

 

 

 

 

Incorporated by reference to items (5)-(11) of cover sheets hereto.

 

(i)            Clearstone A beneficially owns 4,010,692 shares of Common Stock, which represents approximately 8.61% of the outstanding shares of Common Stock.

 

(ii)           Clearstone B beneficially owns 71,695 shares of Common Stock, which represents approximately 0.15% of the outstanding shares of Common Stock.

 

(iii)          The General Partner is the general partner and managing member of Clearstone A and Clearstone B respectively, and may be deemed to beneficially own 4,082,387 shares of Common Stock, which represents approximately 8.76% of the outstanding shares of Common Stock.

 

Item 5   Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ¨.

 

 
 

 

Item 6   Ownership of More than Five Percent on Behalf of Another Person
   
    Not applicable.
   
Item 7   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
   
    Not applicable.
   
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. 78112V102 13G  

 

SIGNATURE

 

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.

 

DATED: February 16, 2016 CLEARSTONE VENTURE PARTNERS III-A, L.P
     
  By:   Clearstone Venture Partners III L.L.C.
     
  By: /s/ Dana Moraly
    Name: Dana Moraly
    Title: Chief Financial Officer and Member
     
DATED: February 16, 2016 CLEARSTONE VENTURE PARTNERS III-B,
  A DELAWARE MULTIPLE SERIES LLC
     
  By:   Clearstone Venture Partners III L.L.C.
     
  By: /s/ Dana Moraly
    Name: Dana Moraly
    Title: Chief Financial Officer and Member
     
DATED: February 16, 2016 CLEARSTONE VENTURE PARTNERS III L.L.C.
     
  By: /s/ Dana Moraly
    Name: Dana Moraly
    Title: Chief Financial Officer and Member