SEC Form 4/A · accession 0001209191-18-025246
FORESCOUT TECHNOLOGIES, INC · FSCT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
Period of report
Mar 23, 2018
Accepted (ET)
Apr 17, 2018 · 6:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001145057
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Mar 23, 2018 | S | 373,209 | $27.637 | D | 2,354,123 | I | See footnote |
| Common StockF3 | Mar 23, 2018 | S | 34,412 | $27.637 | D | 217,698 | I | See footnote |
| Common StockF4 | Mar 23, 2018 | S | 100,916 | $27.637 | D | 636,548 | I | See footnote |
| Common StockF5 | Mar 23, 2018 | S | 13,137 | $27.637 | D | 82,861 | I | See footnote |
| Common StockF6 | Mar 23, 2018 | S | 51,285 | $27.637 | D | 323,483 | I | See footnote |
| Common StockF7 | Mar 23, 2018 | S | 26,275 | $27.637 | D | 165,678 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Persons sold shares to the underwriters in connection with the closing of the Issuer's follow-on public offering. The reported sale price reflects the price at which the Reporting Persons sold shares to the underwriters, which is net of underwriting commissions.
- F2The shares are held of record by Pitango Venture Capital Fund III (USA) L.P. ("Fund III USA"). Pitango V.C. Fund III General Partner ("Pitango GP"), the general partner of Fund III USA, has sole voting and dispositive power with respect to the shares held by Fund III USA. The partners of Pitango GP are eight private companies that are each owned by one of the following individuals: Rami Beracha, Bruce Crocker, Isaac Hillel, Rami Kalish, a director of the Issuer, Aaron Mankovski, Chemi Peres, Isaac Shrem and Zeev Binman, respectively (the "Principals"), which share voting and dispositive power with respect to the subject shares. Such persons and entities disclaim beneficial ownership of the securities held by Fund III USA except to the extent of any pecuniary interest therein.
- F3The shares are held of record by Pitango Venture Capital Fund III (USA) Non-Q L.P. ("Fund III USA Non-Q"). Pitango GP, the general partner of Fund III USA Non-Q, has sole voting and dispositive power with respect to the shares held by Fund III USA Non-Q. The partners of Pitango GP, which are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the subject shares. Such persons and entities disclaim beneficial ownership of the securities held by Fund III USA Non-Q except to the extent of any pecuniary interest therein.
- F4The shares are held of record by Pitango Venture Capital Fund III (Israeli Investors) L.P. ("Fund III Israeli Investors"). Pitango V.C. Fund III (Israel) GP ("Israeli GP"), the general partner of Fund III Israeli Investors, has sole voting and dispositive power with respect to the shares held by Fund III Israeli Investors. The partners of Israeli GP, which are private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the subject shares. Such persons and entities disclaim beneficial ownership of the securities held by Fund III Israeli Investors except to the extent of any pecuniary interest therein.
- F5The shares are held of record by Pitango Principals Fund III (USA) L.P. ("Principals Fund III"). Pitango GP, the general partner of Principals Fund III, has sole voting and dispositive power with respect to the shares held by Principals Fund III. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the subject shares. Such persons and entities disclaim beneficial ownership of the securities held by Principals Fund III except to the extent of any pecuniary interest therein.
- F6The shares are held of record by Pitango Parallel Investor Fund III (USA) L.P ("Parallel Investor Fund"). Pitango GP, the general partner of Parallel Investor Fund, has sole voting and dispositive power with respect to the shares held by Parallel Investor Fund. The partners of Pitango GP, which are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the subject shares. Such persons and entities disclaim beneficial ownership of the securities held by Parallel Investor Fund except to the extent of any pecuniary interest therein.
- F7The shares are held of record by Pitango Venture Capital Fund III Trusts 2000 Ltd. ("Capital Fund 2000"). Capital Fund 2000 is owned and controlled indirectly by the Principals, and holds shares of the Issuer on behalf of these limited partnerships: Pitango CEO Fund III (USA) L.P., Pitango CEO Fund III (Israel) L.P. and Pitango Families Fund III (Israel) L.P. The first two of these limited partnerships are managed by their sole general partner, Pitango GP, and the third of these limited partnerships is managed by the Israeli GP. Pitango GP and the Israeli GP share indirect voting and dispositive power with respect to the shares held by Capital Fund 2000 (via their management of the foregoing limited partnerships). The partners of each of Pitango GP and the Israeli GP are eight private companies (different companies in each case). Such persons and entities disclaim beneficial ownership of the securities held by Capital Fund 2000 except to the extent of any pecuniary interest therein.
Remarks
This Form 4 is amended to restate (i) information with regard to certain of the Reporting Persons, and (ii) the post-transaction ownership reported in Table I, Column 6. The transactions were correctly and timely reported in the original Form 4.