SEC Form 4
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response 0.5
  
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*
INSTITUTIONAL VENTURE MANAGEMENT VIII LLC

(Last) (First) (Middle)
IVP
3000 SAND HILL ROAD BLDG 2 STE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AT ROAD INC [ ARDI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Affiliate of 10% owner
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2003
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 08/19/2003 S 944,139 D $14 6,595,273 I By IVP
Common Stock 08/19/2003 S 55,861 D $14 0 I By FFI
Common Stock 08/19/2003 S 0 D $0 100,601 I By IVM IF
Common Stock 08/19/2003 S 0 D $0 25,138 I By IVM IF-A
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 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
1. Name and Address of Reporting Person*
INSTITUTIONAL VENTURE MANAGEMENT VIII LLC

(Last) (First) (Middle)
IVP
3000 SAND HILL ROAD BLDG 2 STE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DENNIS REID W

(Last) (First) (Middle)
3000 SAND HILL RD BLDG 2 SUITE 290
C/O INSTITUTIONAL VENTURE PARTNERS

(Street)
MANLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HALEY TIMOTHY M

(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 2 SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
QUINDLEN RUTHANN

(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 2 SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ROBERTSON REBECCA B

(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 2 SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
STRAND L JAMES

(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 2 SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
YANG GEOFFREY Y

(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 2 SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COLELLA SAMUEL D

(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 2 SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DYAL R THOMAS

(Last) (First) (Middle)
3000 SAND HILL ROAD
BLDG 2 SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TAI WILLIAM

(Last) (First) (Middle)
3000 SAND HILL ROAD BLDG 2 SUITE 290

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
Remarks:
Form 4 for At Road, Inc. ("ARDI") for August, 2003 Institutional Venture Management VIII,LLC and Joint Filers The designated filer,Institutional Venture Management VIII,LLC,("IVM") is the General Partner of Institutional Venture Partners VIII,L.P.("IVP"), a 10% owner of the issuer. IVM is also the Manager of IVM Investment Fund VIII, LLC ("IVM IF") and IVM Investment Fund VIII-A,LLC ("IVM IF-A"). Institutional Venture Management VI,L.P. is the General Partner of IVP Founders Fund I,L.P. ("FFI").The Managing Directors of IVM are also covered by this filing and are as follows: Samuel D. Colella Reid W.Dennis R.Thomas Dyal Timothy M.Haley Ruthann Quindlen (see note below) Rebecca B.Robertson L.James Strand William P.Tai Geoffrey Y.Yang The designated filer and each joint filer disclaim beneficial ownership of the shares held by IVP,IVM IF, IVM IF-A and FFI,except to the extent of any indirect pecuniary interest therein. Ruthann Quindlen is married to David Liddle,a managing member of Presidio Management Group VII,L.L.C.("PMG VII"),which also has an ownership interest in At Road, Inc. (ARDI) and who files separate Form 4s with respect to his and PMG VII's investment activities. PMG VII's Form 4s are incorporated by reference into this reporting person's filings as they relate to the managing director spouse. The managing director's spouse may be deemed a beneficial owner of PMG VII and related entities' reported shares,but Reporting Person disclaims beneficial ownership in the shares,except to the extent of any indirect pecuniary interest therein.
Institutional Venture Partners VIII, L.P. 08/19/2003
/s/ Samuel D. Colella 08/19/2003
/s/ Reid W. Dennis 08/19/2003
/s/ R. Thomas Dyal 08/19/2003
/s/ Timothy M. Haley 08/19/2003
/s/ Ruthann Quindlen 08/19/2003
/s/ Rebecca B. Robertson 08/19/2003
/s/ L. James Strand 08/19/2003
/s/ Geoffrey Y. Yang 08/19/2003
/s/ William P. Tai 08/19/2003
** 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.