SEC Form 4 · accession 0001628280-17-010672

FORESCOUT TECHNOLOGIES, INC · FSCT

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

Reporting owner

Rami Kalish

Director · 10% Owner

Period of report

Oct 31, 2017

Accepted (ET)

Nov 2, 2017 · 4:05 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 Stock^{F1,F2,F3,F4,F5,F6}	Oct 31, 2017	C	2,476,816	—	A	2,526,405	I	See footnote
Common Stock^{F1,F2,F3,F4,F5,F6,F7}	Oct 31, 2017	C	228,953	—	A	233,536	I	See footnote
Common Stock^{F1,F2,F3,F4,F5,F6,F8}	Oct 31, 2017	C	669,726	—	A	683,134	I	See footnote
Common Stock^{F1,F2,F3,F4,F5,F6,F9}	Oct 31, 2017	C	87,182	—	A	88,926	I	See footnote
Common Stock^{F1,F3,F5,F6,F10}	Oct 31, 2017	C	338,330	—	A	345,533	I	See footnote
Common Stock^{F1,F2,F3,F4,F5,F6,F11,F12}	Oct 31, 2017	C	174,319	—	A	177,808	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series B Convertible Preferred Stock^F6,F1	—	Oct 31, 2017	C	14,031	D	—	—	Common Stock	739,998	I
Series B Convertible Preferred Stock^F7,F1	—	Oct 31, 2017	C	1,297	D	—	—	Common Stock	68,404	I
Series B Convertible Preferred Stock^F8,F1	—	Oct 31, 2017	C	3,794	D	—	—	Common Stock	200,096	I
Series B Convertible Preferred Stock^F9,F1	—	Oct 31, 2017	C	494	D	—	—	Common Stock	26,053	I
Series B Convertible Preferred Stock^F10,F1	—	Oct 31, 2017	C	4,090	D	—	—	Common Stock	215,707	I
Series B Convertible Preferred Stock^F11,F12,F1	—	Oct 31, 2017	C	988	D	—	—	Common Stock	52,106	I
Series C Convertible Preferred Stock^F6,F2	—	Oct 31, 2017	C	5,259	D	—	—	Common Stock	277,358	I
Series C Convertible Preferred Stock^F7,F2	—	Oct 31, 2017	C	486	D	—	—	Common Stock	25,630	I
Series C Convertible Preferred Stock^F8,F2	—	Oct 31, 2017	C	1,422	D	—	—	Common Stock	74,995	I
Series C Convertible Preferred Stock^F9,F2	—	Oct 31, 2017	C	185	D	—	—	Common Stock	9,756	I
Series C Convertible Preferred Stock^F11,F12,F2	—	Oct 31, 2017	C	369	D	—	—	Common Stock	19,460	I
Series D Convertible Preferred Stock^F6,F3	—	Oct 31, 2017	C	753,146	D	—	—	Common Stock	753,146	I
Series D Convertible Preferred Stock^F7,F3	—	Oct 31, 2017	C	69,623	D	—	—	Common Stock	69,623	I
Series D Convertible Preferred Stock^F8,F3	—	Oct 31, 2017	C	203,649	D	—	—	Common Stock	203,649	I
Series D Convertible Preferred Stock^F9,F3	—	Oct 31, 2017	C	26,511	D	—	—	Common Stock	26,511	I
Series D Convertible Preferred Stock^F10,F3	—	Oct 31, 2017	C	41,853	D	—	—	Common Stock	41,853	I
Series D Convertible Preferred Stock^F11,F12,F3	—	Oct 31, 2017	C	53,028	D	—	—	Common Stock	53,028	I
Series D-1 Convertible Preferred Stock^F6,F4	—	Oct 31, 2017	C	151,186	D	—	—	Common Stock	151,186	I
Series D-1 Convertible Preferred Stock^F7,F4	—	Oct 31, 2017	C	13,976	D	—	—	Common Stock	13,976	I
Series D-1 Convertible Preferred Stock^F8,F4	—	Oct 31, 2017	C	40,880	D	—	—	Common Stock	40,880	I
Series D-1 Convertible Preferred Stock^F9,F4	—	Oct 31, 2017	C	5,322	D	—	—	Common Stock	5,322	I
Series D-1 Convertible Preferred Stock^F11,F12,F4	—	Oct 31, 2017	C	10,643	D	—	—	Common Stock	10,643	I
Series E Convertible Preferred Stock^F6,F5	—	Oct 31, 2017	C	555,128	D	—	—	Common Stock	555,128	I
Series E Convertible Preferred Stock^F7,F5	—	Oct 31, 2017	C	51,320	D	—	—	Common Stock	51,320	I
Series E Convertible Preferred Stock^F8,F5	—	Oct 31, 2017	C	150,106	D	—	—	Common Stock	150,106	I
Series E Convertible Preferred Stock^F9,F5	—	Oct 31, 2017	C	19,540	D	—	—	Common Stock	19,540	I
Series E Convertible Preferred Stock^F10,F5	—	Oct 31, 2017	C	80,770	D	—	—	Common Stock	80,770	I
Series E Convertible Preferred Stock^F11,F12,F5	—	Oct 31, 2017	C	39,082	D	—	—	Common Stock	39,082	I

Explanation of responses

F1The Series B Convertible Preferred Stock automatically converted into Common Stock on an approximate 1:52.7 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
F10The 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 reporting person shares voting and dispositive power with respect to the shares held by Pitango GP and disclaims beneficial ownership of the securities held by Parallel Investor Fund except to the extent of any pecuniary interest therein.
F11The 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 which holds shares of the Issuer in trust for three limited partnerships: Pitango CEO Fund III (USA) L.P., Pitango CEO Fund III (Israel) L.P. and Pitango Family Fund III (Israel) L.P. These three limited partnerships are managed by their sole general partner, the GP.
F12Pitango GP, the general partner of Parallel Investor Fund, has sole voting and dispositive power with respect to the shares held by Capital Fund 2000. 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 shares held by Capital Fund 2000. The reporting person shares voting and dispositive power with respect to the shares held by Pitango GP and disclaims beneficial ownership of the securities held by Capital Fund 2000 except to the extent of any pecuniary interest therein.
F2The Series C Convertible Preferred Stock automatically converted into Common Stock on an approximate 1:52.7 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
F3The Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
F4The Series D-1 Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
F5The Series E Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
F6The 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 reporting person shares voting and dispositive power with respect to the shares held by Pitango GP and disclaims beneficial ownership of the securities held by Fund III USA except to the extent of any pecuniary interest therein.
F7The 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 reporting person shares voting and dispositive power with respect to the shares held by Pitango GP and disclaims beneficial ownership of the securities held by Fund III USA Non-Q except to the extent of any pecuniary interest therein.
F8The shares are held of record by Pitango Venture Capital Fund III (Israeli Investors) L.P. ("Fund III Israeli Investors"). Pitango 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 reporting person shares voting and dispositive power with respect to the shares held by Pitango GP and disclaims beneficial ownership of the securities held by Fund III Israeli Investors except to the extent of any pecuniary interest therein.
F9The 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 reporting person shares voting and dispositive power with respect to the shares held by Pitango GP and disclaims beneficial ownership of the securities held by Principals Fund III except to the extent of any pecuniary interest therein.

Remarks

This report on Form 4 is the first of two reports relating to the same transaction.