SEC Form 4 · accession 0001628280-17-010674

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 · 4:06 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	Oct 31, 2017	C	200,927	—	A	2,727,332	I	See footnote
Common Stock^F1,F3	Oct 31, 2017	C	18,574	—	A	252,110	I	See footnote
Common Stock^F1,F4	Oct 31, 2017	C	54,330	—	A	737,464	I	See footnote
Common Stock^F1,F5	Oct 31, 2017	C	7,072	—	A	95,998	I	See footnote
Common Stock^F1,F6	Oct 31, 2017	C	29,235	—	A	374,768	I	See footnote
Common Stock^F1,F7,F8	Oct 31, 2017	C	14,145	—	A	191,953	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series F Convertible Preferred Stock^F1	—	Oct 31, 2017	A	200,927	D	—	—	Common Stock	200,927	I
Series F Convertible Preferred Stock^F1	—	Oct 31, 2017	A	18,574	D	—	—	Common Stock	18,574	I
Series F Convertible Preferred Stock^F1	—	Oct 31, 2017	A	54,330	D	—	—	Common Stock	54,330	I
Series F Convertible Preferred Stock^F1	—	Oct 31, 2017	A	7,072	D	—	—	Common Stock	7,072	I
Series F Convertible Preferred Stock^F1	—	Oct 31, 2017	A	29,235	D	—	—	Common Stock	29,235	I
Series F Convertible Preferred Stock^F1	—	Oct 31, 2017	A	14,145	D	—	—	Common Stock	14,145	I

Explanation of responses

F1The Series F 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.
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 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.
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 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.
F4The 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.
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 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.
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 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.
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 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.
F8Pitango 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.

Remarks

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