Trademark Trial and Appeal Board Electronic Filing System. http://estta.uspto.gov

ESTTA Tracking number: ESTTA1048258

Filing date: 04/09/2020

IN THE UNITED STATES PATENT AND TRADEMARK OFFICE

BEFORE THE TRADEMARK TRIAL AND APPEAL BOARD

Proceeding 91243961

Party DefendantMATH Venture Partners Management, LLC

CorrespondenceAddress

TROY HENIKOFFMATH VENTURE PARTNERS MANAGEMENT, LLC222 W. MERCHANDISE MART PLAZA SUITE 1212, C/O 1871CHICAGO, IL 60654UNITED STATEStroy.henikoff@mathventurepartners.com312 278-3460

Submission Defendant's Notice of Reliance

Filer's Name Troy Henikoff

Filer's email Troy.Henikoff@MATHVenturePartners.com

Signature /Troy Henikoff/

Date 04/09/2020

Attachments FIRST Notice of Reliance - MC.pdf(81528 bytes )Ex. 1 - Venture Capital Firms in Chicago -- Walker Sands.pdf(98666 bytes )Ex. 2 - 12 Chicago VCs You Should Know About.pdf(243323 bytes )Ex. 3 - Five Top New York City VC Firms - Red Herring.pdf(244665 bytes )Ex. 4 - 19 Boston Venture Capital Firms Changing Tech.pdf(2819205 bytes )Ex. 5 - SEC.gov _ Eliminating the Prohibition Against General Solicitation andGeneral Advertising in Rule 506 and Rule 144A Offerings.pdf(146977 bytes )

IN THE UNITED STATES PATENT AND TRADEMARK OFFICE BEFORE THE TRADEMARK TRIAL AND APPEAL BOARD

---------------------------------------------------------- MathCapital Management, LP,

Opposer,

v.

Application Serial No.: 87/749,194 Mark: MATH VENTURE PARTNERS

MATH Venture Partners Management, LLC,

Applicant

Opposition No. 91243961

Commissioner for Trademarks Attention: Trademark Trial and Appeal Board P.O. Box 1451 Alexandria, VA 22313-1451

APPLICANT’S FIRST NOTICE OF RELIANCE

Pursuant to § 2.122(e) of the Trademark Rules of Practice and and Section 704.08(b)

of the Trademark Trial and Appeal Board Manual of Procedure, Applicant, MATH Venture

Partners Management, LLC (“Applicant”), hereby makes of record and notifies Opposer,

MathCapital Management, LP (“Opposer”), of its reliance on the following documents

obtained from the internet:

Exhibit 1

Copy of a printout of “Venture Capital Firms in Chicago” from the website of Walker

Sands (a national marketing firm), published online at

1

https://www.walkersands.com/venture-capital-firms-in-chicago/ , accessed on December

11, 2019 (access confirmed March 18, 2020). This Exhibit is relevant to the market context

and consequent significance of “MATH” or “MATH VENTURE PARTNERS” to an average

customer of “venture capital fund management” services because it shows the practice of

using an acronym or initialism for a venture firm name: 5 of the 30 listed firms (JK&B

Capital, KGC Capital, MATH Venture Partners, MK Capital, and OCA Ventures) use this

custom. The relevant printout pages are 1/8 to 5/8.

Exhibit 2

Copy of a printout of Wilkins, Pete, “12 Chicago VCs You Should Know About,” Forbes ,

March 7, 2019, published online at

https://www.forbes.com/sites/peterandrewwilkins/2019/03/07/12-chicago-vcs-you-sho

uld-know-about/#59c01e8753d5 and accessed on December 11, 2019 (access confirmed

March 18, 2020). This Exhibit is relevant to the market context and consequent

significance of “MATH” or “MATH VENTURE PARTNERS” to an average customer of “venture

capital fund management” services because it shows the practice of using an acronym or

initialism for a venture firm name: 3 of the 12 listed firms (HPA, MATH Venture Partners,

and OCA Ventures) use this custom. The relevant printout pages are 1/5 to 5/5.

Exhibit 3

Copy of a printout of “Five Top New York VC Firms,” Red Herring (online), June 27,

2018, published online at

https://www.redherring.com/north-america/the-top-five-new-york-city-vc-firms/ and

accessed on December 11, 2019 (access confirmed March 18, 2020). This Exhibit is

2

relevant to the market context and consequent significance of “MATH” or “MATH VENTURE

PARTNERS” to an average customer of “venture capital fund management” services because

it shows the practice of using an acronym or initialism for a venture firm name: 1 of the 5

listed firms (RRE Ventures) uses this custom. The relevant printout pages are 1/7 to 3/7.

Exhibit 4

Copy of a printout of Hofherr, Justine, “19 Boston venture capital firms transforming

the city’s tech scene,” BuiltInBoston (online), February 1, 2020, published online at

https://www.builtinboston.com/2016/09/02/boston-venture-capital-firms-transforming-

citys-tech-scene and accessed on March 24, 2020. This Exhibit is relevant to the market

context and consequent significance of “MATH” or “MATH VENTURE PARTNERS” to an

average customer of “venture capital fund management” services because it shows the

practice of using an acronym or initialism for a venture firm name: 3 of the 19 listed firms

(PJC, CRV, and NAV.VC) are shown using this custom. The relevant printout pages are 1

through 19 (the referenced “3” firms appear on pages 6, 11-12, and 14).

Exhibit 5

Copy of a printout of “Eliminating the Prohibition Against General Solicitation and

General Advertising in Rule 506 and Rule 144A Offerings” from the website of the U.S.

Securities and Exchange Commission, published online at

https://www.sec.gov/info/smallbus/secg/general-solicitation-small-entity-compliance-gui

de.htm and accessed on December 15, 2019 (access confirmed March 18, 2020). This

Exhibit is relevant to the solicitation context in which the term “MATH” OR “MATH

VENTURE PARTNERS” is being used in connection with Applicant’s services, because it

3

shows the Rule 506(b) of Regulation D (under the Exchange Act of 1934) prohibition

against “general solicitation” to which Applicant adheres with its service customers. The

relevant printout page is 1/3 (see “Rule 506(b) of Regulation D” following Introduction).

The above described documents are filed concurrently herewith.

DATED this 9th day of April, 2020.

Respectfully submitted,

MATH Venture Partners Management, LLC

/Troy Henikoff/ Troy Henikoff Managing Director MATH Venture Partners Management, LLC

Troy Henikoff MATH Venture Partners 222 W. Merchandise Mart Plaza Suite 1212, ℅ 1871 Chicago, Illinois 60654 312 278-3460 Troy.Henikoff@MATHVenturePartners.com

APPLICANT

4

CERTIFICATE OF SERVICE

I hereby certify that on April 9, 2020, the foregoing APPLICANT, MATH VENTURE

PARTNERS MANAGEMENT, LLC’s, APPLICANT’S FIRST NOTICE OF RELIANCE and

accompanying Exhibits 1 through 5 were served by electronic mail on the parties,

Opposer’s counsel, listed below:

Jeffrey VanHoosear Thomas Yee Jeff.VanHoosear@knobbe.com Thomas.Yee@knobbe.com Knobbe Martens Knobbe Martens 2040 Main Street, 14th Floor 1155 Avenue of the Americas, 24th Floor Irvine, CA 92614 New York, NY 10036

Lesley Kim Lesley.Kim@knobbe.com Knobbe Martens 2040 Main Street, 14th Floor Irvine, CA 92614 ATTORNEYS FOR OPPOSER, , MathCapital Management, LP

/Troy Henikoff/ Troy Henikoff

Troy.Henikoff@MATHVenturePartners.com Managing Director (Applicant) MATH Venture Partners 222 W. Merchandise Mart Plaza Suite 1212, ℅ 1871 Chicago, Illinois 60654

APPLICANT

CERTIFICATE OF SERVICE MATH Venture Partners Management, LLC

5

TTAB Opposition No. 91243961 MathCapital Management, LP v. MATH Venture Partners Management, LLC

EXHIBIT 1 Applicant’s Notice of Reliance

12/11/2019 Venture Capital Firms in Chicago

https://www.walkersands.com/venture-capital-firms-in-chicago/ 1/8

Venture Capital Firms inChicago

-Chicago, ILStage: Early StageOther Areas of Focus: Healthcare, Media, Science, Education ÂNotable portfolio companies: Â Centro, FireStarter Fund, Education Funding Partners

-Chicago, ILStage: Early and Later StageOther Areas of Focus: Software, Enterprise Software, BiotechnologyTotal Capital: $1.05 billionNotable portfolio companies: Craftsy, Smule, Scytl

-Chicago, ILStage: Seed to Growth StageOther Areas of Focus: Clean Technology, Enterprise Software, WebTotal Capital: $600 millionNotable portfolio companies: Â Sittercity, Trunk Club, Bloom Energy

-Chicago, ILStage: Seed and Early StageOther Areas of Focus: Healthcare, Biotechnology, Clean TechnologyTotal Capital: $1.85 billionNotable portfolio companies: Illumina, Juno Therapeutics, Unity Biotechnology

-Chicago, ILStage: Early and Expansion StageOther Areas of Focus: Business, Healthcare, and Life SciencesNotable portfolio companies: Apervita, NowSecure, Synap

Abundant Venture Partners

Adams Street Partners

Apex Venture Partners

Arch Venture Partners

Baird Venture Partners/ Baird Capital

12/11/2019 Venture Capital Firms in Chicago

https://www.walkersands.com/venture-capital-firms-in-chicago/ 2/8

-Chicago, ILStage: Mid-StageOther Areas of Focus: Consumer, Media, Healthcare, MarketplacesNotable portfolio companies: Adobo, EVENTup, FreightWatch International

-Northfield, ILStage: Early StageOther Areas of Focus: Â Analytics, Data, BiotechnologyNotable portfolio companies: Coverity, Eved

-Chicago, ILStage: Early StageOther Areas of Focus: E-Commerce, Software, MobileTotal Capital: $40 millionNotable portfolio companies: SpotHero, Curiosity, G2 Crowd

-Chicago, ILStage: Early StageOther Areas of Focus: Transportation, Travel, Employment, Insurance ÂNotable portfolio companies: SpotHero, Shiftgig, Rocketmiles

-Elmhurst, ILStage: Early, Mid and Growth StageOther Areas of Focus: Mobile, Software, SemiconductorsNotable portfolio companies: Echo360, Smart Signal, Brivo

-Chicago, ILStage: Early StageOther Areas of Focus: Energy, Cleantech, Grid, Hardware, Software, Batteries, Smart Grid,CybersecurityNotable portfolio companies: Digital H2O, Tank Utility, Root3 Technologies

-Chicago, ILStage: Seed StageOther Areas of Focus: Software, Retail, Digital Media, Marketing, SaaS, E-commerce, MobileTotal Capital: $5.7 millionNotable portfolio companies: Blitsy, Kapow, GiveForward, Hireology

-Chicago,ILStage: Early and Later Stage

Bridge Investments

Ceres Venture Fund

Chicago Ventures

Corazon Capital

Duchossois Technology Partners

Energy Foundry

FireStarter Fund

First Analysis

12/11/2019 Venture Capital Firms in Chicago

https://www.walkersands.com/venture-capital-firms-in-chicago/ 3/8

Other Areas of Focus: Software, Security, Enterprise SoftwareNotable portfolio companies: Freeosk, Chrome River Technologies, UniversityNow, Yello

-Chicago, ILStage: Early StageOther Areas of Focus: Transportation, Travel, Employment, Insurance ÂNotable portfolio companies: SpotHero, Shiftgig, Rocketmiles

-Chicago, ILStage: Later StageOther Areas of Focus: Software, GPS, GamesNotable portfolio companies: InStadium, Inc., Mersive Technologies, SageQuest Inc.

-Chicago, ILStage: All StagesOther Areas of Focus: Business, Financial, Consumer, Digital Media, Technology,HealthcareNotable portfolio companies: YCharts, TurboAppeal, Rithmio

-Chicago, ILStage: All StagesOther Areas of Focus: Software, Analytics, Enterprise SoftwareTotal Capital: $50 millionNotable portfolio companies: Geofeedia, Avant, ParkWhiz, FourKites

-Chicago, ILStage: All StagesOther Areas of Focus: Advertising, Clean Technology, SoftwareNotable portfolio companies: Rithmio, Revenew, Persio

-Chicago, ILStage: Early and Later StageOther Areas of Focus: Software, Enterprise Software, MobileTotal Capital: $1.1 billionNotable portfolio companies: Actiance, EarlySense, Viewfinity

-Chicago, ILStage: All StagesOther Areas of Focus: Enterprise,SaaS, Fintech, Healthcare, Internet, DigitalNotable portfolio companies: NowSecure, Narrative Science, Opternative

Garland Capital Group

Hopewell Ventures LP

Hyde Park Angels

Hyde Park Venture Partners

Illinois Ventures

JK&B Capital

Jump Capital

12/11/2019 Venture Capital Firms in Chicago

https://www.walkersands.com/venture-capital-firms-in-chicago/ 4/8

-Chicago, ILStage: All StagesOther Areas of Focus: Software, E-Commerce, InternetNotable portfolio companies: WeDeliver, Dose, SwipeSense

-Chicago, ILOther Areas of Focus: Finance, Analytics, Sales and MarketingStage: Seed and Early StageNotable portfolio companies: AdYapper, Whittl, Shiftgig

-Chicago, ILStage: All StagesOther Areas of Focus: EdTech, Internet, Coworking, Enterprise Software, FinTechTotal Capital: $200 millionNotable portfolio companies: Groupon, Sprout Social, Techstars, Belly

-Chicago, ILStage: Seed and Early StageOther Areas of Focus: Management, Security, Mobile, Software|Total Capital: $28 millionNotable portfolio companies: Nowsecure, ThinkCerca, Telnyx

-Chicago, ILStage: Seed and Early StageOther Areas of Focus: Internet, Clean Tech, IT, HealthcareNotable portfolio companies: mPulse Mobile, Eved

-Chicago / Northbrook, ILStage: Early and Later StageOther Areas of Focus: Video, Games, SoftwareTotal Capital: $250 millionNotable portfolio companies: Machinima, SimpleReach, Wellspring

-Chicago, ILStage: All StagesOther Areas of Focus: Software, Security, Network Security, Healthcare, IT, FintechTotal Capital: $100 millionNotable portfolio companies: Whittl, Pear, Base CRM

Jumpstart Ventures

KGC Capital

LightBank

MATH Venture Partners

Merrick Ventures

MK Capital

OCA Ventures

12/11/2019 Venture Capital Firms in Chicago

https://www.walkersands.com/venture-capital-firms-in-chicago/ 5/8

-Chicago, ILStage: Early StageOther Areas of Focus: Software, Content, MarketplacesTotal Capital: $47 million|Notable Portfolio companies: GrubHub, Persio, DialogTech

-Chicago, ILStage: All StagesOther Areas of Focus: B2B SaaS, Marketplaces, IoT, Startups, Web, E-Commerce, AINotable portfolio companies: Roniin, SMS Assist, Options Away

-Chicago, ILStage: All StagesOther Areas of Focus: Startups, Health and Wellness, HeathcareTotal Capital: $150 millionNotable portfolio companies: NaviHealth, Lumiata Health, FanGo Software Systems

Click here to learn about .

Related Resources

Origin Ventures

Pritzker Group Venture Capital

Sandbox Industries

PR Tips for Chicago Innovation Firms

TTAB Opposition No. 91243961 MathCapital Management, LP v. MATH Venture Partners Management, LLC

EXHIBIT 2 Applicant’s Notice of Reliance

12/11/2019 12 Chicago VCs You Should Know About

https://www.forbes.com/sites/peterandrewwilkins/2019/03/07/12-chicago-vcs-you-should-know-about/#59c01e8753d5 1/5

15,128 views | Mar 7, 2019, 07:08am

12 Chicago VCs You Should Know

About

Reinventing America

Insider insights and expert analysis on Chicago’s startup ecosystem

Pete Wilkins Contributor

Chicago is quietly becoming a hotbed of venture capital that fuels technology startups —not just in Chicago but across the country and in a wide range of industries. Forexample, did you know that Calm, SpaceX, and Coinbase all received funding fromChicago VCs? There are dozens of top VCs in the area that anyone in the startup worldshould know about, especially those in healthcare, marketplaces, and logistics.

SAWYER BENGTSChicago’s growing VC strength allows our capital to fuel not only our own ecosystem but the Bay... [+]

12/11/2019 12 Chicago VCs You Should Know About

https://www.forbes.com/sites/peterandrewwilkins/2019/03/07/12-chicago-vcs-you-should-know-about/#59c01e8753d5 2/5

To give you a taste of why these VCs and their startups matter — not just in Chicago butto innovators and investors from coast to coast — here’s my overview of some of theregion’s key VC players and an example deal from each of their portfolios. It’s importanto note that there are several other under-the-radar Chicago VC firms as well, and I’llcover them in the second part of this two-part series on VCs of Chicago.

7wire Ventures

A venture firm focused on healthcare, 7wire Ventures has a unicorn in its sights. LivongHealth, which received an $800 million valuation last April, combines data science withbehavioral signals to help patients see a positive clinical impact on their chronic healthconditions. Founded by Glen Tullman, the former CEO of Allscripts and ManagingPartner at 7wire, the startup has a wealth of expertise in not only healthcare but in howto fuel startups to positive exits.

Chicago Ventures

Also creeping toward unicorn status is G2 Crowd, a very high-profile investment forChicago Ventures. G2 Crowd closed a $55 million Series C last year to help expand thecompany worldwide. An enterprise software marketplace, the startup is a smart bet forChicago Ventures. G2 Crowd has dual headquarters, one in the Bay Area, close to toptech talent and venture capitalists, and one in Chicago, close to a huge swath of Fortune500 companies that can use G2 Crowd to evaluate software. Moreover, the company’sco-founder and CEO Godard Abel has ushered startups to positive exits before.

Today In: Business

HPA

Another investment in a repeat entrepreneur is HPA’s backing of Catalytic. Like G2Crowd’s Godard Abel and Livongo’s Glen Tullman, Catalytic CEO Sean Chou previouslyhelped lead Fieldglass to a $1 billion exit. Catalytic develops people-friendly automationsoftware that frees up humans from working on mundane processes to instead focus onvalue-add business contributions. Its recent $30 million Series B led by Intel andprevious backers like NEA will allow the company to expand globally.

12/11/2019 12 Chicago VCs You Should Know About

https://www.forbes.com/sites/peterandrewwilkins/2019/03/07/12-chicago-vcs-you-should-know-about/#59c01e8753d5 3/5

Hyde Park Venture Partners

Hyde Park Venture Partners has made some strong bets in Chicago’s logistics industry,most recently with FourKites. Just last month, the company closed a $50 million SeriesC round. HPVP was an early believer in FourKites and the company’s ability to achieveits aggressive growth plans. Moreover, FourKites is one of several Midwest-basedstartups that have received substantial dollars to innovate in the logistics industry.

Jump Capital

Jump Capital, which invests in a wide range of sectors including enterpriseinfrastructure and FinTech, kicked off the new year strong by co-leading a $20 millionSeries C investment in EdTech startup BenchPrep. A platform that allows educators antraining program providers to create more engaging learning environments for studentBenchPrep is based in Chicago but also received strong support from coastal investors.

Lightbank

Founded by Groupon co-founders Eric Lefkofsky and Brad Keywell (who’s also the CEOof Uptake), Lightbank continued to back Tempus. Lefkofsky is the CEO of Tempus, aunicorn that  raised a $110 million Series E round last year and is now valued at $2billion. The Chicago-based healthcare tech startup uses genomic sequencing technologyto more successfully battle cancer and will use its new funding to expand to additionalillnesses.

Listen Ventures

Also in the healthcare space, Listen Ventures was an early investor of Calm, an app thatprovides its users meditation techniques that increase mindfulness and help put a focuson mental health. Based in San Francisco, Calm is focused on leveraging technology tomake the world healthier and happier. The startup, which reached unicorn status in itslatest round announced last month, is a perfect match for Listen, which focuses onconsumer products and goods that have a strong focus on branding.

MATH Venture Partners

12/11/2019 12 Chicago VCs You Should Know About

https://www.forbes.com/sites/peterandrewwilkins/2019/03/07/12-chicago-vcs-you-should-know-about/#59c01e8753d5 4/5

In a similar “peace of mind” play, MATH Venture Partners recently backed IoT startupJiobit. Jiobit allows parents to monitor their children’s — and pets’ — locations with asmall tracking device and corresponding mobile app. A Chicago-based startup, Jiobittook on $6.5 million of new funding in November of last year.

OCA Ventures

Our last notable investment in the healthcare category is OCA Ventures’ backing ofRegroup. Regroup is an integrated telehealth and telepsychiatry startup that isinnovating to democratize mental healthcare. The company closed a $5.5 million roundof funding last summer to make mental healthcare available to people everywhere viavideo conferencing.

Origin Ventures

Shifting gears entirely, Origin Ventures invested in social media marketplace startupCameo last year. Cameo allows users to purchase personalized shoutout videos fromtheir favorite musicians, actors, athletes, and influencers. While Cameo is one ofChicago’s sweetheart startups, the nature of its platform ensures that it has strongconnections (including an office) in Los Angeles.

Pritzker Group Venture Capital

Chicago is among the top financial markets, so it’s no surprise that Pritzker GroupVenture Capital, one of the city’s most active investors, would be keen on backing a topcryptocurrency startup, Coinbase. Coinbase, a San Francisco-based unicorn that tradesdigital currency, also opened a Chicago office, where it can grow a technology team inthe heart of a strong financial market.

Valor Equity Partners

Finally, we have Valor Equity Partners, which led a $23 million Series C round in SanFrancisco-based Mode Analytics earlier in February. Mode allows those who rely heavilon data to easily collect, analyze, and share that data through a connected platform.Valor Equity Partners has invested heavily on the coasts, including in well-known, hightech companies like Tesla and SpaceX.

12/11/2019 12 Chicago VCs You Should Know About

https://www.forbes.com/sites/peterandrewwilkins/2019/03/07/12-chicago-vcs-you-should-know-about/#59c01e8753d5 5/5

I am a purpose-driven leader committed to creating a positive impact on the world by investing in

people and organizations. I lead HPA, the most active early-stage ventu... Read More

These notable investments by some of Chicago’s top venture firms highlight the city’sdeep strengths, such as healthcare, as well as its broad reach. It’s a strong sign ofChicago’s growing strength that a lot of our capital is being put to work in our ownecosystem and has reached the point of being able to strengthen Bay Area companies aswell.

Note: Several of the companies associated with each venture capital firm have receiveinvestment from other firms on the list as well. For example, HPA invested in FourKitand Regroup as well.

Pete Wilkins

TTAB Opposition No. 91243961 MathCapital Management, LP v. MATH Venture Partners Management, LLC

EXHIBIT 3 Applicant’s Notice of Reliance

12/11/2019 Five Top New York City VC Firms — Red Herring

https://www.redherring.com/north-america/the-top-five-new-york-city-vc-firms/ 1/7

Five Top New York City VC FirmsJune 27, 2018

Silicon Valley is still the king of American venture capital: last year the San Francisco-Oakland-Hayward, CA metro area contributed just over $23 billion, or 34.13%, of the nation’s entire VCspending.

While it’s not entirely true that New York City is hot on its heels, the Big Apple’s wider metro areais the country’s second-largest spender with $7.5bn, or 11% of its total. As the tech industrybecomes more diffuse across the States NYC’s VCs have become major players, leadingthousands of funding rounds. Here are ten of the most exciting firms changing the industry fromthe city that never sleeps.

Insight Venture PartnersFounded in 1995 with a software-centric vision, Insight Venture Partners launched ahead of thecurve – and have remained so ever since. The firm, headquartered smack-bang in the center of

Search…

STARTUPS MOBILE ENTERPRISE CONSUMER SOCIAL EVENTS

12/11/2019 Five Top New York City VC Firms — Red Herring

https://www.redherring.com/north-america/the-top-five-new-york-city-vc-firms/ 2/7

Midtown Manhattan, has raised over $18bn, has invested in over 300 companies and hasoverseen more than 40 IPOs. Its portfolio includes BlaBlaCar, Delivery Hero and Hootsuite.

Last year Insight topped New York’s VC lead investment table with 138 of its 243 rounds led fromthe front. That’s over half – showing just how confident the company’s storied management teamare at finding the Next Big Thing.

Union Square VenturesUnion Square Ventures, established in 2003, is one of the world’s top-returning VCs, reapingalmost 14 times what it has invested in the tech sector. Its co-founder Fred Wilson has risen toindustry star status for having seen the potential in world-beating firms like Twitter, Zynga andFoursquare long before anybody else.

USV’s investment model is based on “theses”, and its latest, 3.0, was released in April. It detailsthe company’s plan to back “trusted brands that broaden access to knowledge, capital, and well-being by leveraging networks, platforms, and protocols.” Expect USV to add to its more-than 100portfolio companies very soon.

FirstMark CapitalFirstMark, founded in 2008 just a stone’s throw from Union Square, specializes in early-stageinvestment, 90% of which are Seed and Series A cash injections. It 60-plus portfolio firms haveincluded some of the most successful in recent years, including StubHub and Shopify, and itslatest fund – the brand’s fourth edition – has $275m to spend on the latest innovations.

FirstMark was created with the goal to create a closer community, and, to date, it appears to havesucceeded. It runs over a hundred event each year, with managing directors Catherine Ulrich,Amish Jani, Rick Heitzmann, Matt Turck and Beth Ferreira becoming stalwarts of New York’sstartup scene.

RRE VenturesLongstanding NYC investor RRE closed its seventh funding round this week, at $265m. That is nosurprise. Since 1994 its team has unearthed some of the most striking high-tech brands, includingBuzzFeed, Giphy, TheSkimm and Venmo: last year the firm made a massive 409 investments, farmore than any other New York VC, 106 of which it led.

Its latest round brings RRE’s total funding to around $1.5bn – much of which is spent in the NewYork City metro area. To date it has backed over 50 companies in the region, making RRE not only

12/11/2019 Five Top New York City VC Firms — Red Herring

https://www.redherring.com/north-america/the-top-five-new-york-city-vc-firms/ 3/7

FILED UNDER: NORTH AMERICA, TOP STORY

one of its most successful venture funds, but also a vocal cheerleader for the city’s thriving techindustry.

Tribeca Venture PartnersNamed for the trendy triangle-below-Canal district of Manhattan in 2011, Brian Hirsch and ChipMeakem’s brainchild has grown into one of New York’s best-loved, and trendiest, venture firms. Itmay lag behind neighbors in terms of buying power and number of rounds – Tribeca made just 76investments to Insight’s 243 last year, for example.

But when Tribeca goes it goes big: focusing on software, medical, financial and media amongothers the firm has exited eight startups including AppNexus and Maxwell Health. It leads a thirdof all rounds it makes, too. Other successful rounds include Coinsetter, Eponym and Loftsmart,and a young team ensures that Tribeca has its finger on the pulse of what’s hot and not in the US’second-biggest tech landscape.

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TTAB Opposition No. 91243961 MathCapital Management, LP v. MATH Venture Partners Management, LLC

EXHIBIT 5 Applicant’s Notice of Reliance

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Eliminating the Prohibition Against GeneralSolicitation and General Advertising in Rule506 and Rule 144A Offerings

A Small Entity Compliance Guide

IntroductionEnacted in 2012, the Jumpstart Our Business Startups Act, or JOBS Act, is intended, among other things, toreduce barriers to capital formation, particularly for smaller companies.  The JOBS Act requires the SEC to adoptrules amending existing exemptions from registration under the Securities Act of 1933 and creating newexemptions that permit issuers of securities to raise capital without SEC registration.  On July 10, 2013, the SECadopted amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act to implement therequirements of Section 201(a) of the JOBS Act.  The amendments are effective on September 23, 2013.

Rule 506(b) of Regulation DSection 4(a)(2) of the Securities Act exempts from registration “transactions by an issuer not involving any publicoffering.”  Rule 506(b) is a rule under Regulation D that provides conditions that an issuer may rely on to meet therequirements of the Section 4(a)(2) exemption.  One of these conditions is that an issuer must not use generalsolicitation to market the securities.

“General solicitation” includes advertisements published in newspapers and magazines, public websites,communications broadcasted over television and radio, and seminars where attendees have been invited bygeneral solicitation or general advertising.  In addition, the use of an unrestricted, and therefore publicly available,website constitutes general solicitation.  The solicitation must be an “offer” of securities, but solicitations thatcondition the market for an offering of securities may be considered to be offers.

Rule 506(c) of Regulation DSection 201(a) of the JOBS Act requires the SEC to eliminate the prohibition on using general solicitation underRule 506 where all purchasers of the securities are accredited investors and the issuer takes reasonable steps toverify that the purchasers are accredited investors.

To implement Section 201(a), the SEC adopted paragraph (c) of Rule 506.  Under Rule 506(c), issuers can offersecurities through means of general solicitation, provided that:

all purchasers in the offering are accredited investors, 

the issuer takes reasonable steps to verify their accredited investor status, and 

certain other conditions in Regulation D are satisfied.

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An “accredited investor” includes a natural person who:

earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years,and reasonably expects the same for the current year, or 

has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’sprimary residence).

An “accredited investor” may also be an entity such as a bank, partnership, corporation, nonprofit or trust, when theentity satisfies certain criteria. The full definition of “accredited investor” is available here.

The JOBS Act requires that issuers wishing to engage in general solicitation take “reasonable steps” to verify theaccredited investor status of purchasers.  Rule 506(c) sets forth a principles-based method of verification whichrequires an objective determination by the issuer (or those acting on its behalf) as to whether the steps taken are“reasonable” in the context of the particular facts and circumstances of each purchaser and transaction.  Amongthe factors that an issuer should consider under this principles-based method are:

the nature of the purchaser and the type of accredited investor that the purchaser claims to be; 

the amount and type of information that the issuer has about the purchaser; and 

the nature of the offering, such as the manner in which the purchaser was solicited to participate in theoffering, and the terms of the offering, such as a minimum investment amount.

In addition to this flexible, principles-based method, Rule 506(c) includes a non-exclusive list of verificationmethods that issuers may use, but are not required to use, when seeking greater certainty that they satisfy theverification requirement with respect to natural person purchasers.  This non-exclusive list of verification methodsconsists of:

verification based on income, by reviewing copies of any Internal Revenue Service form that reportsincome, such as Form W-2, Form 1099, Schedule K-1 of Form 1065, and a filed Form 1040; 

verification on net worth, by reviewing specific types of documentation dated within the prior three months,such as bank statements, brokerage statements, certificates of deposit, tax assessments and a credit reportfrom at least one of the nationwide consumer reporting agencies, and obtaining a written representationfrom the investor; 

a written confirmation from a registered broker-dealer, an SEC-registered investment adviser, a licensedattorney or a certified public accountant stating that such person or entity has taken reasonable steps toverify that the purchaser is an accredited investor within the last three months and has determined that suchpurchaser is an accredited investor; and 

a method for verifying the accredited investor status of persons who had invested in the issuer’s Rule 506(b)offering as an accredited investor before September 23, 2013 and remain investors of the issuer.

Rule 506(b) remains unchanged following the adoption of Rule 506(c) and continues to be available for issuers thatwish to conduct a Rule 506 offering without the use of general solicitation or that do not wish to limit sales ofsecurities in the offering to accredited investors.

Amendment to Securities Act Rule 144ARule 144A is a non-exclusive safe harbor exemption from the registration requirements of the Securities Act forresales of certain securities to qualified institutional buyers, or QIBS.  A QIB includes certain entities that, in the

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Modified: Sept. 20, 2013

aggregate, own and invest on a discretionary basis at least $100 million in securities of unaffiliated issuers.  Aregistered broker-dealer qualifies as a QIB if it owns and invests on a discretionary basis at least $10 million insecurities of unaffiliated issuers.  Prior to the recent amendment to Rule 144A described below, offers of securitiesunder Rule 144A were required to be limited to QIBs, which effectively prohibited the use of general solicitationunder Rule 144A.

Section 201(a) of the JOBS Act requires the Commission to revise Rule 144A to provide that securities soldpursuant to Rule 144A may be offered to persons other than QIBs, including by means of general solicitation,provided that securities are sold only to persons that the seller and any person acting on behalf of the sellerreasonably believe are QIBs.  To implement Section 201(a), the SEC adopted an amendment to Rule 144A topermit the use of general solicitation under Rule 144A, as long as the purchasers are limited to QIBs or topurchasers that the seller and any person acting on behalf of the seller reasonably believe are QIBs.

Other ResourcesThe adopting release for the amendments to Rule 506 and Rule 144A can be found on the SEC’s website athttp://www.sec.gov/rules/final/2013/33-9415.pdf.

Rule 506 and Rule 144A can be accessed through the “Corporation Finance” section of the SEC’s website athttp://www.sec.gov/divisions/corpfin/ecfrlinks.shtml.

Additional materials regarding the application of Rule 506 and Rule 144A are available athttp://www.sec.gov/divisions/corpfin/cfguidance.shtml.

You can also submit complaints or tips about possible securities laws violations on the SEC’s questions andcomplaints page at http://www.sec.gov/complaint.shtml.

Contacting the SECThe SEC’s Division of Corporation Finance is happy to assist small companies with questions regarding theamendments to Rule 506 and Rule 144A.  You may contact the Division’s Office of Chief Counsel for this purposeat https://www.sec.gov/forms/corp_fin_interpretive or by telephone at (202) 551-3500.  Questions on othercorporate finance matters concerning small companies may be directed to the Division’s Office of Small BusinessPolicy through the above online form or by telephone at (202) 551-3460.

This guide was prepared by the staff of the U.S. Securities and Exchange Commission as a “small entitycompliance guide” under Section 212 of the Small Business Regulatory Enforcement Fairness Act of 1996, asamended.  The guide summarizes and explains rules adopted by the SEC, but is not a substitute for any rule itself.Only the rule itself can provide complete and definitive information regarding its requirements.

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