SEC Form 4 · accession 0001628280-17-010680
FORESCOUT TECHNOLOGIES, INC · FSCT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
MERITECH CAPITAL PARTNERS II LP
10% Owner
MCP ENTREPRENEUR PARTNERS II LP
10% Owner
Paul S Madera
10% Owner
Michael B Gordon
10% Owner
MERITECH CAPITAL AFFILIATES II LP
10% Owner
Period of report
Oct 31, 2017
Accepted (ET)
Nov 2, 2017 · 4:08 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,F8 | Oct 31, 2017 | C | 3,684,672 | — | A | 4,030,870 | I | See footnote |
| Common StockF1,F2,F3,F4,F5,F6,F7,F9 | Oct 31, 2017 | C | 94,700 | — | A | 103,606 | I | See footnote |
| Common StockF1,F2,F3,F4,F5,F6,F7,F10 | Oct 31, 2017 | C | 28,173 | — | A | 30,819 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF8,F1 | — | Oct 31, 2017 | C | 684 | D | — | — | Common Stock | 28,730 | 0 | I |
| Series A Convertible Preferred StockF9,F1 | — | Oct 31, 2017 | C | 18 | D | — | — | Common Stock | 756 | 0 | I |
| Series A Convertible Preferred StockF10,F1 | — | Oct 31, 2017 | C | 5 | D | — | — | Common Stock | 210 | 0 | I |
| Series B Convertible Preferred StockF8,F2 | — | Oct 31, 2017 | C | 604 | D | — | — | Common Stock | 31,854 | 0 | I |
| Series B Convertible Preferred StockF9,F2 | — | Oct 31, 2017 | C | 15 | D | — | — | Common Stock | 790 | 0 | I |
| Series B Convertible Preferred StockF10,F2 | — | Oct 31, 2017 | C | 5 | D | — | — | Common Stock | 263 | 0 | I |
| Series C Convertible Preferred StockF8,F3 | — | Oct 31, 2017 | C | 26,059 | D | — | — | Common Stock | 1,374,349 | 0 | I |
| Series C Convertible Preferred StockF9,F3 | — | Oct 31, 2017 | C | 669 | D | — | — | Common Stock | 35,282 | 0 | I |
| Series C Convertible Preferred StockF10,F3 | — | Oct 31, 2017 | C | 199 | D | — | — | Common Stock | 10,495 | 0 | I |
| Series D Convertible Preferred StockF8,F4 | — | Oct 31, 2017 | C | 866,820 | D | — | — | Common Stock | 866,820 | 0 | I |
| Series D Convertible Preferred StockF9,F4 | — | Oct 31, 2017 | C | 22,294 | D | — | — | Common Stock | 22,294 | 0 | I |
| Series D Convertible Preferred StockF10,F4 | — | Oct 31, 2017 | C | 6,634 | D | — | — | Common Stock | 6,634 | 0 | I |
| Series D-1 Convertible Preferred StockF8,F5 | — | Oct 31, 2017 | C | 164,030 | D | — | — | Common Stock | 164,030 | 0 | I |
| Series D-1 Convertible Preferred StockF9,F5 | — | Oct 31, 2017 | C | 4,220 | D | — | — | Common Stock | 4,220 | 0 | I |
| Series D-1 Convertible Preferred StockF10,F5 | — | Oct 31, 2017 | C | 1,254 | D | — | — | Common Stock | 1,254 | 0 | I |
| Series E Convertible Preferred StockF8,F6 | — | Oct 31, 2017 | C | 695,853 | D | — | — | Common Stock | 695,853 | 0 | I |
| Series E Convertible Preferred StockF9,F6 | — | Oct 31, 2017 | C | 17,900 | D | — | — | Common Stock | 17,900 | 0 | I |
| Series E Convertible Preferred StockF10,F6 | — | Oct 31, 2017 | C | 5,318 | D | — | — | Common Stock | 5,318 | 0 | I |
| Series F Convertible Preferred StockF8,F7 | — | Oct 31, 2017 | C | 523,036 | D | — | — | Common Stock | 523,036 | 0 | I |
| Series F Convertible Preferred StockF9,F7 | — | Oct 31, 2017 | C | 13,458 | D | — | — | Common Stock | 13,458 | 0 | I |
| Series F Convertible Preferred StockF10,F7 | — | Oct 31, 2017 | C | 3,999 | D | — | — | Common Stock | 3,999 | 0 | I |
Explanation of responses
- F1The Series A Convertible Preferred Stock automatically converted into Common Stock on an approximate 1:42 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
- F10The shares are held of record by MCP Entrepreneur Partners II L.P. ("Entrepreneur"). Messrs. Madera and Gordon, as the managing members of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Entrepreneur, share voting and dispositive power with respect to the shares held by Entrepreneur. Such persons and entities disclaim beneficial ownership of the securities held by Entrepreneur except to the extent of any pecuniary interest therein.
- F2The 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 has no expiration date.
- F3The 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 has no expiration date.
- F4The 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 has no expiration date.
- F5The 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 has no expiration date.
- F6The 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 has no expiration date.
- F7The 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 has no expiration date.
- F8The shares are held of record by Meritech Capital Partners II L.P. ("MCP II"). Paul S. Madera and Michael B. Gordon, as the managing members of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCP II, share voting and dispositive power with respect to the shares held by MCP II. Such persons and entities disclaim beneficial ownership of the securities held by MCP II except to the extent of any pecuniary interest therein.
- F9The shares are held of record by Meritech Capital Affiliates II L.P. ("MCA II"). Messrs. Madera and Gordon, as the managing members of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCA II, share voting and dispositive power with respect to the shares held by MCA II. Such persons and entities disclaim beneficial ownership of the securities held by MCA II except to the extent of any pecuniary interest therein.