SEC Form 4 · accession 0001628280-17-010676
FORESCOUT TECHNOLOGIES, INC · FSCT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Amadeus Capital Partners LTD
10% Owner
Amadeus II Affiliates Fund L.P.
10% Owner
II 'C' Amadeus
10% Owner
II 'B' Amadeus
10% Owner
II 'A' Amadeus
10% Owner
Amadeus EI L.P.
10% Owner
Amadeus IV Velocity Fund L.P.
10% Owner
Amadeus EII L.P.
10% Owner
Amadeus II 'D' GmbH & Co KG
10% Owner
Period of report
Oct 31, 2017
Accepted (ET)
Nov 2, 2017 · 4:07 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 StockF1,F2,F3,F4,F5,F6,F7 | Oct 31, 2017 | C | 1,943,410 | — | A | 2,107,078 | I | See footnotes |
| Common StockF1,F2,F3,F5,F6,F7,F8 | Oct 31, 2017 | C | 1,295,605 | — | A | 1,404,717 | I | See footnotes |
| Common StockF1,F2,F3,F5,F6,F7,F9 | Oct 31, 2017 | C | 906,914 | — | A | 983,292 | I | See footnotes |
| Common StockF1,F2,F3,F5,F6,F7,F10 | Oct 31, 2017 | C | 43,173 | — | A | 46,807 | I | See footnotes |
| Common StockF1,F2,F3,F5,F6,F7,F11 | Oct 31, 2017 | C | 129,527 | — | A | 140,437 | I | See footnotes |
| Common StockF1,F2,F12,F5,F6,F7,F13 | Oct 31, 2017 | C | 542,842 | — | A | 572,442 | I | See footnotes |
| Common StockF2,F14,F5,F6,F7,F15 | Oct 31, 2017 | C | 210,796 | — | A | 210,796 | I | See footnotes |
| Common StockF12,F5,F6,F7,F16 | Oct 31, 2017 | C | 648,592 | — | A | 648,592 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF4,F5,F6,F7,F1 | — | Oct 31, 2017 | C | 99 | D | — | — | Common Stock | 5,221 | 0 | I |
| Series B Convertible Preferred StockF5,F6,F7,F8,F1 | — | Oct 31, 2017 | C | 66 | D | — | — | Common Stock | 3,480 | 0 | I |
| Series B Convertible Preferred StockF5,F6,F7,F9,F1 | — | Oct 31, 2017 | C | 46 | D | — | — | Common Stock | 2,426 | 0 | I |
| Series B Convertible Preferred StockF5,F6,F7,F10,F1 | — | Oct 31, 2017 | C | 2 | D | — | — | Common Stock | 105 | 0 | I |
| Series B Convertible Preferred StockF5,F6,F7,F11,F1 | — | Oct 31, 2017 | C | 6 | D | — | — | Common Stock | 316 | 0 | I |
| Series B Convertible Preferred StockF5,F6,F7,F13,F1 | — | Oct 31, 2017 | C | 27 | D | — | — | Common Stock | 1,423 | 0 | I |
| Series C Convertible Preferred StockF5,F6,F7,F15,F14 | — | Oct 31, 2017 | C | 2,380 | D | — | — | Common Stock | 125,521 | 0 | I |
| Series D Convertible Preferred StockF4,F5,F6,F7,F2 | — | Oct 31, 2017 | C | 1,502,163 | D | — | — | Common Stock | 1,502,163 | 0 | I |
| Series D Convertible Preferred StockF5,F6,F7,F8,F2 | — | Oct 31, 2017 | C | 1,001,441 | D | — | — | Common Stock | 1,001,441 | 0 | I |
| Series D Convertible Preferred StockF5,F6,F7,F9,F2 | — | Oct 31, 2017 | C | 701,010 | D | — | — | Common Stock | 701,010 | 0 | I |
| Series D Convertible Preferred StockF5,F6,F7,F10,F2 | — | Oct 31, 2017 | C | 33,380 | D | — | — | Common Stock | 33,380 | 0 | I |
| Series D Convertible Preferred StockF5,F6,F7,F11,F2 | — | Oct 31, 2017 | C | 100,143 | D | — | — | Common Stock | 100,143 | 0 | I |
| Series D Convertible Preferred StockF5,F6,F7,F13,F2 | — | Oct 31, 2017 | C | 925 | D | — | — | Common Stock | 925 | 0 | I |
| Series D Convertible Preferred StockF5,F6,F7,F15,F2 | — | Oct 31, 2017 | C | 85,275 | D | — | — | Common Stock | 85,275 | 0 | I |
| Series E Convertible Preferred StockF4,F5,F6,F7,F3 | — | Oct 31, 2017 | C | 436,026 | D | — | — | Common Stock | 436,026 | 0 | I |
| Series E Convertible Preferred StockF5,F6,F7,F8,F3 | — | Oct 31, 2017 | C | 290,684 | D | — | — | Common Stock | 290,684 | 0 | I |
| Series E Convertible Preferred StockF5,F6,F7,F9,F3 | — | Oct 31, 2017 | C | 203,478 | D | — | — | Common Stock | 203,478 | 0 | I |
| Series E Convertible Preferred StockF5,F6,F7,F10,F3 | — | Oct 31, 2017 | C | 9,688 | D | — | — | Common Stock | 9,688 | 0 | I |
| Series E Convertible Preferred StockF5,F6,F7,F11,F3 | — | Oct 31, 2017 | C | 29,068 | D | — | — | Common Stock | 29,068 | 0 | I |
| Series F Convertible Preferred StockF5,F6,F7,F13,F12 | — | Oct 31, 2017 | C | 540,494 | D | — | — | Common Stock | 540,494 | 0 | I |
| Series F Convertible Preferred StockF5,F6,F7,F16,F12 | — | Oct 31, 2017 | C | 648,592 | D | — | — | Common Stock | 648,592 | 0 | 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 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.
- F11The 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.
- F12The 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.
- F13The 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.
- F14The 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.
- F15The reported shares are held of record by Amadeus EI L.P. ("Amadeus EI"). Amadeus EI General Partner LP ("Amadeus EI GP") is the general partner of Amadeus EI.
- F16The 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, Velocity Fund and Amadeus EI, the "Amadeus Funds"). Amadeus EII General Partner LP ("Amadeus EII GP" and together with each of Amadeus II GP, Amadeus Velocity GP and Amadeus EI GP, the "Direct General Partners") is the general partner of Amadeus EII.
- F2The 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.
- F3The 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.
- F4The 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.
- F5Amadeus General Partner LTD ("Amadeus GP LTD") and Amadeus Capital GP LLP ("Amadeus Capital GP") are the general partners of each of the Direct General Partners (as defined in footnote 16 below). Amadeus Capital Partners Limited ("Amadeus Limited") and Amadeus GP LTD are the partners of Amadeus Capital GP. Amadeus Limited is the manager of each of the Amadeus Funds (as defined in footnote 16 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 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").
- F6Each of the members of the Amadeus Committee share voting and dispositive power with respect to the shares held by the Amadeus Funds. Each of the Direct General Partners, the Amadeus Funds, 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.
- F7All 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.
- F8The reported shares are held of record by Amadeus II 'B' ("Amadeus B"). Amadeus II GP is the general partner of Amadeus B.
- F9The reported shares are held of record by Amadeus II 'C' ("Amadeus C"). Amadeus II GP is the general partner of Amadeus C.
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.