SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MORITZ MICHAEL J

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG 4, SUITE 250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2012

3. Issuer Name and Ticker or Trading Symbol
KAYAK SOFTWARE Corp [ KYAK ]

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

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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⁽¹⁾	220,058	I	By Sequoia Capital Growth Fund III, LP⁽²⁾
Common Stock⁽¹⁾	1,196	I	By Sequoia Capital Growth Partners III, LP⁽²⁾
Common Stock⁽¹⁾	8,691	I	By Sequoia Capital Growth III Principals Fund, LLC⁽²⁾
Common Stock⁽¹⁾	1,372	I	By Sequoia Technology Partners XI, LP⁽³⁾
Common Stock⁽¹⁾	4,725	I	By Sequoia Capital XI Principals Fund, LLC⁽³⁾
Common Stock⁽¹⁾	43,428	I	By Sequoia Capital XI, LP⁽³⁾

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	232,820	⁽⁴⁾⁽⁵⁾	I	By Sequoia Capital Growth Fund III, LP⁽²⁾
Series A-1 Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	1,265	⁽⁴⁾⁽⁵⁾	I	By Sequoia Capital Growth Partners III, LP⁽²⁾
Series A-1 Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	9,196	⁽⁴⁾⁽⁵⁾	I	By Sequoia Capital Growth III Principals Fund, LLC⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	1,816,181	⁽⁴⁾⁽⁵⁾	I	By Sequoia Capital Growth Fund III, LP⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	19,877	⁽⁴⁾⁽⁵⁾	I	By Sequoia Capital Growth Partners III, LP⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	93,790	⁽⁴⁾⁽⁵⁾	I	By Sequoia Capital Growth III Principals Fund, LLC⁽²⁾
Series B Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	84,403	⁽⁴⁾⁽⁵⁾	I	By Sequoia Technology Partners XI, LP⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	290,688	⁽⁴⁾⁽⁵⁾	I	By Sequoia Capital XI Principals Fund, LLC⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	2,671,951	⁽⁴⁾⁽⁵⁾	I	By Sequoia Capital XI, LP⁽³⁾
Series B-1 Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	9,239	⁽⁴⁾⁽⁵⁾	I	By Sequoia Technology Partners XI, LP⁽³⁾
Series B-1 Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	31,820	⁽⁴⁾⁽⁵⁾	I	By Sequoia Capital XI Principals Fund, LLC⁽³⁾
Series B-1 Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	292,480	⁽⁴⁾⁽⁵⁾	I	By Sequoia Capital XI, LP⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	4,643	⁽⁴⁾⁽⁵⁾	I	By Sequoia Technology Partners XI, LP⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	15,991	⁽⁴⁾⁽⁵⁾	I	By Sequoia Capital XI Principals Fund, LLC⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock⁽¹⁾	146,983	⁽⁴⁾⁽⁵⁾	I	By Sequoia Capital XI, LP⁽³⁾

Explanation of Responses:

1. Each share of Common Stock shall be reclassified into one share of Class B Common Stock upon the completion of the Issuer's initial public offering of Class A Common Stock.

2. Michael Moritz is a managing member of SCGF III Management, LLC ("SCGF III Management"). SCGF III Management is the general partner of Sequoia Capital Growth Partners III, LP ("SCGP III") and Sequoia Capital Growth Fund III, LP ("SCGF III") and is the managing member of Sequoia Capital Growth III Principals Fund, LLC ("SCG III"). By virtue of these relationships, Mr. Moritz may be deemed to share voting and dispositive power with respect to the shares held by SCGP III, SCGF III and SCG III. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and 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 purpose.

3. Michael Moritz is a managing member of SC XI Management, LLC ("SC XI Management"). SC XI Management is the general partner of Sequoia Capital XI, LP ("SC XI") and Sequoia Technology Partners XI, LP ("STP XI") and is the managing member of Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). By virtue of these relationships, Mr. Moritz may be deemed to share voting and dispositive power with respect to the shares held by SC XI, STP XI and SC XI PF. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and 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 purpose.

4. The Series A-1 Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis and has no expiration date. The Series A-1 Convertible Preferred Stock will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Class A Common Stock. The Series B Convertible Preferred Stock is convertible into the Issuer's common stock on a one-for-one basis and has no expiration date. The Series B Convertible Preferred Stock will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Class A Common Stock. The Series B-1 Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis and has no expiration date. (Continued in footnote 5)

5. The Series B-1 Convertible Preferred Stock will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Class A Common Stock. The Series C Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis and has no expiration date. The Series C Convertible Preferred Stock will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Class A Common Stock. The Series D Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis and has no expiration date. The Series D Convertible Preferred Stock will automatically convert into the Issuer's Common Stock concurrently with the completion of the Issuer's initial public offering of Class A Common Stock.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Melinda Dunn, by power of attorney for Michael Moritz	07/19/2012
	** 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 5 (b)(v).
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