Edgar Filing: TRUPANION INC.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person ^*

Â Maveron General Partner III LLC

2. Date of Event Requiring Statement (Month/Day/Year)
07/17/2014

3. Issuer Name and Ticker or Trading Symbol
TRUPANION INC. [TRUP]

(Last)

(First)

(Middle)

411 FIRST AVE. S.,Â SUITE 600

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

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

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

(Street)

SEATTLE,Â WAÂ 98104

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	126,231	I	By Maveron Equity Partners III, L.P. ⁽¹⁾
Common Stock	5,356	I	By Maveron III Entrepreneurs? Fund L.P. ⁽²⁾
Common Stock	17,307	I	By MEP Associates III, L.P. ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	3,673,730	$ ⁽⁴⁾	I	By Maveron Equity Partners III, L.P. ⁽¹⁾
Series A Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	155,880	$ ⁽⁴⁾	I	By Maveron III Entrepreneurs? Fund L.P. ⁽²⁾
Series A Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	503,720	$ ⁽⁴⁾	I	By MEP Associates III, L.P. ⁽³⁾
Series B Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	1,210,920	$ ⁽⁵⁾	I	By Maveron Equity Partners III, L.P. ⁽¹⁾
Series B Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	51,364	$ ⁽⁵⁾	I	By Maveron III Entrepreneurs? Fund L.P. ⁽²⁾
Series B Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	166,032	$ ⁽⁵⁾	I	By MEP Associates III, L.P. ⁽³⁾
Series C Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	545,165	$ ⁽⁶⁾	I	By Maveron Equity Partners III, L.P. ⁽¹⁾
Series C Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	23,131	$ ⁽⁶⁾	I	By Maveron III Entrepreneurs? Fund L.P. ⁽²⁾
Series C Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	74,750	$ ⁽⁶⁾	I	By MEP Associates III, L.P. ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Maveron General Partner III LLC 411 FIRST AVE. S. SUITE 600 SEATTLE,Â WAÂ 98104	Â	Â X	Â	Â
Maveron Equity Partners III, L.P. 411 FIRST AVE. S. SUITE 600 SEATTLE,Â WAÂ 98104	Â	Â X	Â	Â
Maveron III Entrepreneurs Fund, L.P. 411 FIRST AVE. S. SUITE 600 SEATTLE,Â WAÂ 98104	Â	Â X	Â	Â
MEP Associates III, L.P. 411 FIRST AVE. S. SUITE 600 SEATTLE,Â WAÂ 98104	Â	Â X	Â	Â

Signatures

By Pete McCormick, a managing member of Maveron General Partner III LLC		07/17/2014
^**Signature of Reporting Person		Date
Pete McCormick, a managing member of Maveron General Partner III LLC, the general partner of Maveron Equity Partners III, L.P.		07/17/2014
^**Signature of Reporting Person		Date
Pete McCormick, a managing member of Maveron General Partner III LLC, the general partner of Maveron III Entrepreneurs' Fund, L.P.		07/17/2014
^**Signature of Reporting Person		Date
Pete McCormick, a managing member of Maveron General Partner III LLC, the general partner of MEP Associates III, L.P.		07/17/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Maveron General Partner III LLC ("Maveron LLC"), which is the general partner of Maveron Equity Partners III, L.P. ("Maveron Equity"), has sole voting and investment power over the securities held by Maveron Equity. Maveron LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, Dan Levitan, who is a Director of the issuer, and certain other individuals are managing members of Maveron LLC and may be deemed to share voting and investment power over the shares held of record by Maveron Equity. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(2)	Maveron LLC, which is the general partner of Maveron III Entrepreneurs' Fund L.P. ("Maveron Entrepreneurs"), has sole voting and investment power over the securities held by Maveron Entrepreneurs. Maveron LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, Dan Levitan, who is a Director of the issuer, and certain other individuals are managing members of Maveron LLC and may be deemed to share voting and investment power over the shares held of record by Maveron Entrepreneurs. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(3)	Maveron LLC, which is the general partner of MEP Associates III, L.P. ("MEP"), has sole voting and investment power over the securities held by MEP. Maveron LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein. In addition, Dan Levitan, who is a Director of the issuer, and certain other individuals are managing members of Maveron LLC and may be deemed to share voting and investment power over the shares held of record by MEP. Each of such individuals disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(4)	Each share of the issuer's Series A Convertible Preferred Stock will be converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.
(5)	Each share of the issuer's Series B Convertible Preferred Stock will be converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.
(6)	Each share of the issuer's Series C Convertible Preferred Stock will be converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

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