SEC Form 4 · accession 0000899243-18-024924

FORESCOUT TECHNOLOGIES, INC · FSCT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.75 to $39.25, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.
• F10The reported shares are held of record by Amadeus II Affiliates Fund L.P. ("Affiliates Fund"). Amadeus II GP is the general partner of Affiliates Fund.
• F11The reported shares are held of record by Amadeus IV Velocity Fund L.P. ("Velocity Fund"). Amadeus IV Velocity GP LP ("Amadeus Velocity GP") is the general partner of Velocity Fund.
• F12The reported shares are held of record by Amadeus EII L.P. ("Amadeus EII" and, together with each of Amadeus A, Amadeus B, Amadeus C, Amadeus GmbH, Affiliates Fund and Velocity Fund, the "Amadeus Funds"). Amadeus EII General Partner LP ("Amadeus EII GP" and together with each of Amadeus II GP and Amadeus Velocity GP, the "Direct General Partners") is the general partner of Amadeus EII.
• F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.50 to $39.04, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.
• F3The reported shares are held of record by Amadeus II 'A' ("Amadeus A"). Amadeus II General Partner LP ("Amadeus II GP") is the general partner of Amadeus A.
• F4Amadeus General Partner LTD ("Amadeus GP LTD") and Amadeus Capital GP LLP ("Amadeus Capital GP" and, together with Amadeus GP LTD, the "Intermediate General Partners") are the general partners of each of the Direct General Partners (as defined in footnote 12 below). Amadeus Capital Partners Limited ("Amadeus Limited") is the manager of each of the Amadeus Funds (as defined in footnote 12 below) and the Direct General Partners and has sole voting and dispositive power with respect to the shares held by the Amadeus Funds. The directors of Amadeus Limited (the "Amadeus Directors") have delegated their voting and dispositive power with respect to the shares held by each of the Amadeus Funds to a committee comprised of more than three members (the "Amadeus Committee").
• F5Each of the members of the Amadeus Committee share voting and dispositive power with respect to the shares held by the Amadeus Funds. Each of Amadeus Limited, the Direct General Partners, the Intermediate General Partners, the Amadeus Directors and members of the Amadeus Committee disclaim beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
• F6All of the shares of the Issuer held by the Amadeus Funds are subject to a voting agreement (as described in the Issuer's Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission (File No. 333-220767)) pursuant to which the Issuer's Chief Executive Officer holds an irrevocable proxy with, under certain circumstances, voting control over such shares.
• F7The reported shares are held of record by Amadeus II 'B' ("Amadeus B"). Amadeus II GP is the general partner of Amadeus B.
• F8The reported shares are held of record by Amadeus II 'C' ("Amadeus C"). Amadeus II GP is the general partner of Amadeus C.
• F9The reported shares are held of record by Amadeus II 'D' GmbH & Co KG ("Amadeus GmbH"). Amadeus II GP is the general partner of Amadeus GmbH.

Remarks

This report on Form 4 is the first of two reports relating to the same transactions and is filed to enable all joint filers to gain access to the EDGAR filing system.