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.     )*

 

Finisar Corporation

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

31787A101

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

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. 31787A101

 

 

1

Name of Reporting
SS or I.R.S. Identification No. of Above Person

Battery Ventures VI, L.P. (“BV6”)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(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
40,361,076 shares, except that Battery Partners VI, LLC (“BPVI LLC”), the general partner of BV6, may be deemed to have sole power to vote these shares; Richard D. Frisbie (“Frisbie”), a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Oliver D. Curme (“Curme”), a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Thomas J. Crotty (“Crotty”), a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Kenneth P. Lawler (“Lawler”) a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Morgan M. Jones (“Jones”), a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Mark H. Sherman (“Sherman”), a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Scott R. Tobin (“Tobin”), a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; and R. David Tabors (“Tabors”), a managing member of BPVI LLC, may be deemed to have sole power to vote these shares.

 

6

Shared Voting Power
See response to row 5

 

7

Sole Dispositive Power
40,361,076 shares, except that BPVI LLC, the general partner of BV6, may be deemed to have sole power to vote these shares; Frisbie, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Curme, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Crotty, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Lawler, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Jones, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Sherman, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Tobin, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; and Tabors, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares.

 

 

 

 

8

Shared Dispositive Power
See response to row 7

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
40,361,076

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
8.53%

 

 

12

Type of Reporting Person*
PN

 

2



 

CUSIP No. 31787A101

 

 

1

Name of Reporting
SS or I.R.S. Identification No. of Above Person

Battery Partners VI, LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(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
40,361,076 shares, except that Frisbie, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Curme, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Crotty, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Lawler, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Jones, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Sherman, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Tobin, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; and Tabors, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares.

 

6

Shared Voting Power
See response to row 5

 

7

Sole Dispositive Power
40,361,076 shares, except that Frisbie, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Curme, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Crotty, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Lawler, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Jones, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Sherman, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; Tobin, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares; and Tabors, a managing member of BPVI LLC, may be deemed to have sole power to vote these shares.

 

 

 

 

8

Shared Dispositive Power
See response to row 7

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
40,361,076

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
8.53%

 

 

12

Type of Reporting Person*
OO

 

3



 

CUSIP No. 31787A101

 

 

1

Name of Reporting
SS or I.R.S. Identification No. of Above Person

Battery Investment Partners VI, LLC (“BIP6”)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(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
1,681,710 shares, except that except that Curme, a managing member of BIP6, may be deemed to have sole power to vote these shares; and Crotty, a managing member of BIP6, may be deemed to have sole power to vote these shares.

 

6

Shared Voting Power
See response to row 5

 

7

Sole Dispositive Power
1,681,710 shares, except that except that Curme, a managing member of BIP6, may be deemed to have sole power to vote these shares; and Crotty, a managing member of BIP6, may be deemed to have sole power to vote these shares.

 

8

Shared Dispositive Power
See response to row 7

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,681,710

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
0.36%

 

 

12

Type of Reporting Person*
OO

 

4



 

CUSIP No. 31787A101

 

 

1

Name of Reporting
SS or I.R.S. Identification No. of Above Person

Richard D. Frisbie

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
40,361,076 shares, of which 40,361,076 are directly owned by BV6. Frisbie is (i) a managing member of BPVI LLC, which is the general partner of BV6 and may be deemed to have sole power to vote these shares.

 

6

Shared Voting Power
See response to row 5

 

7

Sole Dispositive Power
40,361,076 shares, of which 40,361,076 are directly owned by BV6. Frisbie is (i) a managing member of BPVI LLC, which is the general partner of BV6 and may be deemed to have sole power to vote these shares.

 

8

Shared Dispositive Power
See response to row 7

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
40,361,076

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
8.53%

 

 

12

Type of Reporting Person*
IN

 

5



 

CUSIP No. 31787A101

 

 

1

Name of Reporting
SS or I.R.S. Identification No. of Above Person

Oliver D. Curme

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
42,042,786 shares, of which 40,361,076 are directly owned by BV6 and 1,681,710 are directly owned by BIP6.  Curme is (i) a managing member of BPVI LLC, which is the general partner of BV6 and (ii) a managing member of BIP6, and may be deemed to have sole power to vote these shares.

 

6

Shared Voting Power
See response to row 5

 

7

Sole Dispositive Power
42,042,786 shares, of which 40,361,076 are directly owned by BV6 and 1,681,710 are directly owned by BIP6.  Curme is (i) a managing member of BPVI LLC, which is the general partner of BV6 and (ii) a managing member of BIP6, and may be deemed to have sole power to vote these shares.

 

8

Shared Dispositive Power
See response to row 7

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
42,042,786

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
8.89%

 

 

12

Type of Reporting Person*
IN

 

6



 

CUSIP No. 31787A101

 

 

1

Name of Reporting
SS or I.R.S. Identification No. of Above Person

Thomas J. Crotty

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
42,042,786 shares, of which 40,361,076 are directly owned by BV6 and 1,681,710 are directly owned by BIP6.  Crotty is (i) a managing member of BPVI LLC, which is the general partner of BV6 and (ii) a managing member of BIP6, and may be deemed to have sole power to vote these shares.

 

6

Shared Voting Power
See response to row 5

 

7

Sole Dispositive Power
42,042,786 shares, of which 40,361,076 are directly owned by BV6 and 1,681,710 are directly owned by BIP6.  Crotty is (i) a managing member of BPVI LLC, which is the general partner of BV6 and (ii) a managing member of BIP6, and may be deemed to have sole power to vote these shares.

 

8

Shared Dispositive Power
See response to row 7

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
42,042,786

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
8.89%

 

 

12

Type of Reporting Person*
IN

 

7



 

CUSIP No. 31787A101

 

 

1

Name of Reporting
SS or I.R.S. Identification No. of Above Person

Kenneth P. Lawler

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
40,361,076 shares, of which 40,361,076 are directly owned by BV6. Lawler is (i) a managing member of BPVI LLC, which is the general partner of BV6 and may be deemed to have sole power to vote these shares.

 

6

Shared Voting Power
See response to row 5

 

7

Sole Dispositive Power
40,361,076 shares, of which 40,361,076 are directly owned by BV6. Lawler is (i) a managing member of BPVI LLC, which is the general partner of BV6 and may be deemed to have sole power to vote these shares.

 

8

Shared Dispositive Power
See response to row 7

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
40,361,076

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
8.53%

 

 

12

Type of Reporting Person*
IN

 

8



 

CUSIP No. 31787A101

 

 

1

Name of Reporting
SS or I.R.S. Identification No. of Above Person

Morgan M. Jones

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
40,361,076 shares, of which 40,361,076 are directly owned by BV6. Jones is (i) a managing member of BPVI LLC, which is the general partner of BV6 and may be deemed to have sole power to vote these shares.

 

6

Shared Voting Power
See response to row 5

 

7

Sole Dispositive Power
40,361,076 shares, of which 40,361,076 are directly owned by BV6. Jones is (i) a managing member of BPVI LLC, which is the general partner of BV6 and may be deemed to have sole power to vote these shares.

 

8

Shared Dispositive Power
See response to row 7

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
40,361,076

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
8.53%

 

 

12

Type of Reporting Person*
IN

 

9



 

CUSIP No. 31787A101

 

 

1

Name of Reporting
SS or I.R.S. Identification No. of Above Person

Mark H. Sherman

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
40,361,076 shares, of which 40,361,076 are directly owned by BV6. Sherman is (i) a managing member of BPVI LLC, which is the general partner of BV6 and may be deemed to have sole power to vote these shares.

 

6

Shared Voting Power
See response to row 5

 

7

Sole Dispositive Power
40,361,076 shares, of which 40,361,076 are directly owned by BV6. Sherman is (i) a managing member of BPVI LLC, which is the general partner of BV6 and may be deemed to have sole power to vote these shares.

 

8

Shared Dispositive Power
See response to row 7

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
40,361,076

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
8.53%

 

 

12

Type of Reporting Person*
IN

 

10



 

CUSIP No. 31787A101

 

 

1

Name of Reporting
SS or I.R.S. Identification No. of Above Person

Scott R. Tobin

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
40,361,076 shares, of which 40,361,076 are directly owned by BV6. Tobin is (i) a managing member of BPVI LLC, which is the general partner of BV6 and may be deemed to have sole power to vote these shares.

 

6

Shared Voting Power
See response to row 5

 

7

Sole Dispositive Power
40,361,076 shares, of which 40,361,076 are directly owned by BV6. Tobin is (i) a managing member of BPVI LLC, which is the general partner of BV6 and may be deemed to have sole power to vote these shares.

 

8

Shared Dispositive Power
See response to row 7

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
40,361,076

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
8.53%

 

 

12

Type of Reporting Person*
IN

 

11



 

CUSIP No. 31787A101

 

 

1

Name of Reporting
SS or I.R.S. Identification No. of Above Person

R. David Tabors

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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
40,361,076 shares, of which 40,361,076 are directly owned by BV6. Tabors is (i) a managing member of BPVI LLC, which is the general partner of BV6 and may be deemed to have sole power to vote these shares.

 

6

Shared Voting Power
See response to row 5

 

7

Sole Dispositive Power
40,361,076 shares, of which 40,361,076 are directly owned by BV6. Tabors is (i) a managing member of BPVI LLC, which is the general partner of BV6 and may be deemed to have sole power to vote these shares.

 

8

Shared Dispositive Power
See response to row 7

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
40,361,076

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row 9
8.53%

 

 

12

Type of Reporting Person*
IN

 

12



 

CUSIP No. 31787A101

 

Item 1(a).

Name of Issuer
Finisar Corporation

Item 1(b).

Address of Issuer’s Principal Executive Offices
1389 Moffett Park Drive

Sunnyvale, California 94089

 

Item 2(a).

Name of Persons Filing
Battery Ventures VI, L.P. (“BV6”), Battery Partners VI, LLC (“BPVI LLC”), Battery Investment Partners VI, LLC (“BIP6”),  Richard D. Frisbie (“Frisbie”), Oliver D. Curme (“Curme”), Thomas J. Crotty (“Crotty”), Kenneth P. Lawler (“Lawler”), Morgan M. Jones (“Jones”), Mark H. Sherman (“Sherman”), Scott R. Tobin (“Tobin”), and R. David Tabors (“Tabors”).  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

Frisbie, Curme, Crotty, Lawler, Jones, Sherman, Tobin, and Tabors are the sole managing members of BPVI LLC, the sole general partner of BV6.  BIP6 invests alongside BV6 in all investments made by BV6.  Curme and Crotty are the sole managing members of BIP6.

Item 2(b).

Address of Principal Office
The address for each of the Reporting Persons is:

 

Battery Ventures

930 Winter Street, Suite 2500

Waltham, MA 02451

Item 2(c).

Citizenship
Frisbie, Curme, Crotty, Lawler, Jones, Sherman, Tobin, and Tabors are United States citizens.  BV6 is a limited partnership organized under the laws of the State of Delaware.  BPVI LLC and BIP6 are limited liability companies organized under the laws of the State of Delaware.

Item 2(d).

Title of Class of Securities and CUSIP Number
Common Stock, $0.001 par value per share

Item 2(e).

CUSIP Number
31787A101

 

Item 3.

Not Applicable

 

13



 

CUSIP No. 31787A101

 

Item 4.

Ownership

 

The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons is based upon 473,029,737 shares of Common Stock outstanding as of November 30, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2008.

 

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, 2008:

 

(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 agreement of BV6 and the limited liability company agreement of BIP6, the general and limited partners of each such entity 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.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

14



 

CUSIP No. 31787A101

 

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.

 

15



 

CUSIP No. 31787A101

 

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 9, 2009

 

 

BATTERY VENTURES VI, L.P.

 

 

 

By: Battery Partners VI, LLC

 

 

 

 

 

By:

*

 

 

Managing Member

 

 

 

 

 

 

BATTERY PARTNERS VI, LLC

 

 

 

 

 

 

 

 

 

 

By:

*

 

 

Managing Member

 

 

 

 

 

 

BATTERY INVESTMENT PARTNERS VI, LLC

 

 

 

 

 

 

By:

*

 

 

Managing Member

 

 

 

 

 

 

RICHARD D. FRISBIE

 

 

 

 

 

 

By:

*

 

 

Richard D. Frisbie

 

 

 

 

 

 

 

 

 

 

OLIVER D. CURME

 

 

 

 

 

 

By:

*

 

 

Oliver D. Curme

 

 

 

 

 

 

 

 

 

 

THOMAS J. CROTTY

 

 

 

 

 

 

By:

*

 

 

Thomas J. Crotty

 

 

16



 

CUSIP No. 31787A101

 

 

KENNETH P. LAWLER

 

 

 

By:

*

 

 

Kenneth P. Lawler

 

 

 

 

 

 

 

 

 

 

MORGAN M. JONES

 

 

 

By:

*

 

 

Morgan M. Jones

 

 

 

 

 

 

 

 

 

 

MARK H. SHERMAN

 

 

 

 

 

By:

*

 

 

Mark H. Sherman

 

 

 

 

 

 

 

 

 

 

SCOTT R. TOBIN

 

 

 

 

 

 

By:

*

 

 

Scott R. Tobin

 

 

 

 

 

 

R. DAVID TABORS

 

 

 

 

 

By:

*

 

 

R. David Tabors

 

 

 

 

 

*By:

  /s/  Christopher Hanson

 

 

 

 

Name:

Christopher Hanson

 

 

 

 

 

  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.

 

17



 

CUSIP No. 31787A101

 

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 Finisar Corporation.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

 

Date:  February 9, 2009

 

 

 

BATTERY VENTURES VI, L.P.

 

 

 

By: Battery Partners VI, LLC

 

 

 

 

 

By:

*

 

 

Managing Member

 

 

 

 

 

 

BATTERY PARTNERS VI, LLC

 

 

 

 

 

 

 

 

 

 

By:

*

 

 

Managing Member

 

 

 

 

 

 

BATTERY INVESTMENT PARTNERS VI, LLC

 

 

 

 

 

 

By:

*

 

 

Managing Member

 

 

 

 

 

 

RICHARD D. FRISBIE

 

 

 

 

 

 

By:

*

 

 

Richard D. Frisbie

 

 

 

 

 

 

 

 

 

 

OLIVER D. CURME

 

 

 

 

 

 

By:

*

 

 

Oliver D. Curme

 

 

18



 

CUSIP No. 31787A101

 

 

THOMAS J. CROTTY

 

 

 

 

 

 

By:

*

 

 

Thomas J. Crotty

 

 

 

 

 

 

KENNETH P. LAWLER

 

 

 

By:

*

 

 

Kenneth P. Lawler

 

 

 

 

 

 

 

 

 

 

MORGAN M. JONES

 

 

 

By:

*

 

 

Morgan M. Jones

 

 

 

 

 

 

 

 

 

 

MARK H. SHERMAN

 

 

 

 

 

By:

*

 

 

Mark H. Sherman

 

 

 

 

 

 

 

 

 

 

SCOTT R. TOBIN

 

 

 

 

 

 

By:

*

 

 

Scott R. Tobin

 

 

 

 

 

 

R. DAVID TABORS

 

 

 

 

 

By:

*

 

 

R. David Tabors

 

 

 

 

 

*By:

  /s/  Christopher Hanson

 

 

 

 

Name:

Christopher Hanson

 

 

 

 

 

  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.

 

19