UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
(X) Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting Person
Centennial Fund V, L.P.
1428 15th Street
Denver, CO 80202
USA
2. Issuer Name and Ticker or Trading Symbol
Verio Inc.
VRIO
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
07/16/98
5. If Amendment, Date of Original (Month/Year)
06/10/98
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director (X) 10% Owner ( ) Officer (give title below) ( ) Other
(specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
( ) Form filed by One Reporting Person
(X) Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
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Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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1. Title of Security |2. |3. |4.Securities Acquired (A) |5.Amount of |6.Dir |7.Nature of Indirect |
| Transaction | or Disposed of (D) | Securities |ect | Beneficial Ownership |
| | | | Beneficially |(D)or | |
| | | | | A/| | Owned at |Indir | |
| Date |Code|V| Amount | D | Price | End of Month |ect(I)| |
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<S> <C> <C> <C><C> <C> <C> <C> <C> <C>
Common Stock |5/15/9|C | |2,302,303(2) |A |(2) |2,302,303(1) |D | |
|8 | | | | | | | | |
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<CAPTION>
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Table II -- Derivative Securitites Acquired, Disposed of, or Beneficially Owned |
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1.Title of Derivative |2.Con- |3. |4. |5.Number of De |6.Date Exer|7.Title and Amount |8.Price|9.Number |10.|11.Nature of|
Security |version |Transaction | rivative Secu |cisable and| of Underlying |of Deri|of Deriva |Dir|Indirect |
|or Exer | | | rities Acqui |Expiration | Securities |vative |tive |ect|Beneficial |
|cise | | | red(A) or Dis |Date(Month/| |Secu |Securities |(D)|Ownership |
|Price of| | | posed of(D) |Day/Year) | |rity |Benefi |or | |
|Deriva- | | | |Date |Expir| | |ficially |Ind| |
|tive | | | | A/|Exer-|ation| Title and Number | |Owned at |ire| |
|Secu- | | | | | D |cisa-|Date | of Shares | |End of |ct | |
|rity |Date |Code|V| Amount | |ble | | | |Month |(I)| |
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<S> <C> <C> <C> <C><C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Series B Convertible-P|$ |5/15/|C | |1,627,983 |D |Immed| |Common Stock|1,627,9|- |0 |D | |
referred | |98 | | | | |. | | |83 | | | | |
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Series C Convertible-P|$ |5/15/|C | |674,320 |D |Immed| |Common Stock|674,320|- |0 |D | |
referred | |98 | | | | |. | | | | | | | |
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Stock Option (right to|$23 |5/11/|A |V|30,000 |A |(3) |5/11/|Common Stock|30,000 |- |30,000 |I |(4) |
purchase) | |98 | | | | | |08 | | | | | | |
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| | | | | | | | | | | | | | |
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</TABLE>
Explanation of Responses:
(1) Centennial Holdings V, L.P. a Delaware limited partnership ("Holdings V"),
is the sole general partner of the
Reporting Person, Centennial Fund V, L.P. ("Fund V"). By virtue of the
relationship described above, Holdings V
may be deemed to control Fund V and possess indirect beneficial ownership of
the securities of the Issuer
directly beneficially held by Fund V. This Form is also being filed on behalf
of Holdings V as an indirect beneficial
owner of securities of the
Issuer.
Steven C. Halstedt, Jeffrey H. Schutz, Adam Goldman, Donald H. Parsons, Jr.,
and David C. Hull, Jr. are the sole
general partners of Holdings V (the "Individual Partners"). By virtue of the
relationships described above and their
roles with Fund V and Holdings V, each of the Individual Partners may be deemed
to control Holdings V and Fund
V and may be deemed to possess indirect beneficial ownership of the Issuer
securities held by Fund V.
However, none of the Individual Partners, acting alone, has voting or
investment power with respect to the Issuer
securities directly beneficially held by Fund V, and, as a result, each
Individual Partner disclaims beneficial
ownership of the Issuer securities directly beneficially owned by Fund V.
Steven C. Halstedt is a director of the
Issuer.
Holdings V is also the sole general partner of Centennial Entrepreneurs Fund V,
L.P. ("Entrepreneurs V"), and may
be deemed to control Entrepreneurs V and possess indirect beneficial ownership
of 71,205 shares of the Issuer's
common stock held by Entrepreneurs
V.
Each of the Individual Partners is also one of the five general partners of
Centennial Holdings IV, L.P., a Delaware
limited partnership ("Fund IV"). Fund IV holds 2,159,105 shares of the
Issuer's common stock. By virtue of the
relationships described above and their roles with Fund IV and Holdings IV,
each of the Individual Partners may be
deemed to control Fund IV and Holdings IV, and may be deemed to possess
indirect beneficial ownership of the
Issuer securities held by Fund IV. However, none of the Individual Partners,
acting alone, has voting or
investment power with respect to the Issuer securities directly beneficially
held by Fund IV, and, as a result, each
Individual Partner disclaims beneficial ownership of the Issuer securities
directly beneficially owned by Fund IV,
except to the extent of such Individual Partner's indirect pecuniary interest
in Fund IV.
Each of the Individual Partners is also a unit holder of Centennial Holdings I,
LLC ("Holdings LLC"), which holds
141,265 shares of the Issuer's common stock. Centennial Holdings, Inc.
("Holdings Inc.") is the sole managing
member of the Holdings LLC. Each of the Individual Partners is an officer and
director of Holdings Inc. By virtue
of the relationships described above and their roles with Holdings LLC and
Holdings Inc., each of the Individual
Partners may be deemed to control Holdings LLC and Holdings Inc., and may be
deemed to possess indirect
beneficial ownership of the Issuer securities held by Holdings LLC. However,
none of the Individual Partners,
acting alone, has voting or investment power with respect to the Issuer
securities directly beneficially held by
Holdings LLC, and, as a result, each Individual Partner disclaims beneficial
ownership of the Issuer securities
directly beneficially owned by Holdings LLC, except to the extent of such
Individual Partner's indirect pecuniary
interest in Holdings
LLC.
(2) Acquired upon conversion of 1,627,983 shares of the Issuer's Series B
Convertible Preferred Stock
(converted into 1,627,983 shares of common stock) and 674,320 shares of the
Issuer's Series C Convertible
Preferred Stock (converted into 674,320 shares of common
stock).
(3) Granted to Steven C. Halstedt pursuant to the issuer's 1998 Non-Employee
Director Stock Option Plan.
One-third (1/3) of such options vest in the first anniversary of the grant, 1/3
on the second anniversary, and 1/3
on the third
anniversary.
(4) Options are held by Steven C. Halstedt for the economic benefit of Fund V
and Fund IV pursuant to conditions
of Fund IV and Fund V's limited partnership agreements, as amended. As such,
Mr. Halstedt disclaims any
beneficial ownership of such options other than to the extent of his indirect
proportionate pecuniary interest in
Fund IV and Fund
V.
SIGNATURE OF REPORTING PERSON
/s/ Steven C. Halstedt, General Partner
DATE
July 16, 1998
