SEC Form 4 · accession 0001104659-18-032291
Carbon Black, Inc. · CBLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Maria Cirino
Director
Period of report
May 8, 2018
Accepted (ET)
May 10, 2018 · 9:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001366527
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF5,F1 | May 8, 2018 | C | 2,585,705 | — | A | 3,000,833 | I | By Point 406 Ventures I, L.P. |
| Common StockF5,F2 | May 8, 2018 | C | 12,587 | — | A | 14,426 | I | By Point 406 Ventures I-A, L.P. |
| Common StockF5,F3 | May 8, 2018 | C | 939,526 | — | A | 939,526 | I | By 1941 Co-Invest, LLC |
| Common StockF5,F4 | May 8, 2018 | C | 480,750 | — | A | 480,750 | I | By B941, LLC |
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 StockF1,F5 | — | May 8, 2018 | C | 2,994,508 | D | — | — | Common Stock | 1,497,254 | 0 | I |
| Series B Convertible Preferred StockF2,F5 | — | May 8, 2018 | C | 14,581 | D | — | — | Common Stock | 7,290 | 0 | I |
| Series C Convertible Preferred StockF1,F5 | — | May 8, 2018 | C | 964,406 | D | — | — | Common Stock | 482,203 | 0 | I |
| Series C Convertible Preferred StockF2,F5 | — | May 8, 2018 | C | 4,695 | D | — | — | Common Stock | 2,347 | 0 | I |
| Series D Convertible Preferred StockF1,F5 | — | May 8, 2018 | C | 414,237 | D | — | — | Common Stock | 207,118 | 0 | I |
| Series D Convertible Preferred StockF2,F5 | — | May 8, 2018 | C | 2,017 | D | — | — | Common Stock | 1,008 | 0 | I |
| Series E Convertible Preferred StockF1,F5 | — | May 8, 2018 | C | 496,476 | D | — | — | Common Stock | 248,238 | 0 | I |
| Series E Convertible Preferred StockF2,F5 | — | May 8, 2018 | C | 2,417 | D | — | — | Common Stock | 1,208 | 0 | I |
| Series E Convertible Preferred StockF3,F5 | — | May 8, 2018 | C | 1,879,052 | D | — | — | Common Stock | 939,526 | 0 | I |
| Series F Convertible Preferred StockF1,F5 | — | May 8, 2018 | C | 301,785 | D | — | — | Common Stock | 150,892 | 0 | I |
| Series F Convertible Preferred StockF2,F5 | — | May 8, 2018 | C | 1,469 | D | — | — | Common Stock | 734 | 0 | I |
| Series F Convertible Preferred StockF4,F5 | — | May 8, 2018 | C | 961,501 | D | — | — | Common Stock | 480,750 | 0 | I |
Explanation of responses
- F1The shares are held directly by Point 406 Ventures I, L.P. ("Point 406 Ventures I"). The general partner of Point 406 Ventures I is .406 Ventures I GP, L.P. (".406 Ventures I GP"). The general partner of .406 Ventures I GP is .406 Ventures I GP, LLC. Ms. Cirino is a Managing Partner of .406 Ventures I GP, LLC and disclaims Section 16 beneficial ownership of all shares except to the extent of her pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Ms. Cirino is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F2The shares are held directly by Point 406 Ventures I-A, L.P. ("Point 406 Ventures I-A"). The general partner of Point 406 Ventures I-A is .406 Ventures I GP. Ms. Cirino disclaims beneficial ownership of all shares except to the extent of her pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Ms. Cirino is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F3The shares are held directly by 1941 Co-Invest, LLC. ("1941 Co-Invest"). The general partner of 1941 Co-Invest is .406 Ventures I GP. Ms. Cirino disclaims beneficial ownership of all shares except to the extent of her pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Ms. Cirino is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F4The shares are held directly by B941, LLC ("B941"). The general partner of B941 is 406 Ventures I GP. Ms. Cirino disclaims beneficial ownership of all shares except to the extent of her pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Ms. Cirino is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F5Each share of preferred stock automatically converted into shares of Common Stock on a 1-for-2 basis upon the closing of the Issuer's initial public offering. The shares have no expiration date.