SEC Form 4 · accession 0001104659-18-032292

Carbon Black, Inc. · CBLK

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

Reporting owner

Michael Viscuso

Officer — Chief Technology Officer

Period of report

May 8, 2018

Accepted (ET)

May 10, 2018 · 9:08 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 Stock^F1	May 8, 2018	C	263,902	—	A	263,902	D
Common Stock^F2	May 8, 2018	A	18,750	$0.00	A	282,652	D
Common Stock^F1,F3	May 8, 2018	C	1,056,132	—	A	1,056,132	I	By Legion Capital, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series E-1 Convertible Preferred^F1	—	May 8, 2018	C	527,804	D	—	—	Common Stock	263,902	0	D
Stock Option (right to buy)^F4	—	May 8, 2018	C	449,841	D	—	Mar 15, 2022	Series E-1 Convertible Preferred Stock	449,841	0	D
Stock Option (right to buy)^F4	$0.08	May 8, 2018	A	224,920	A	—	Mar 15, 2022	Common Stock	224,920	224,920	D
Stock Option (right to buy)^F5	$3.10	May 8, 2018	C	68,129	A	—	Jan 26, 2027	Series A Redeemable Preferred Stock	68,129	68,129	D
Stock Option (right to buy)^F5	$3.10	May 8, 2018	C	68,129	D	—	Jan 26, 2027	Series A Redeemable Preferred Stock	68,129	0	D
Stock Option (right to buy)^F5	$7.64	May 8, 2018	C	27,645	A	—	Jan 26, 2027	Common Stock	27,645	27,645	D
Series E-1 Convertible Preferred^F1,F3	—	May 8, 2018	C	2,112,265	D	—	—	Common Stock	1,056,132	0	I

Explanation of responses

F1Each share of Series E-1 Convertible Preferred Stock was convertible and automatically converted into shares of Common Stock on a 1-for-2 basis upon the closing of the Issuer's initial public offering and has no expiration date.
F2The shares were acquired pursuant to a restricted stock unit award under the Carbon Black 2012 Stock Option and Grant Plan. Each restricted stock unit represents a contingent right to receive one share of Carbon Black, Inc. common stock. The restricted stock unit vests 25% on January 1, 2019, and thereafter in twelve equal quarterly installments beginning June 2, 2019.
F3The shares are held directly by Legion Capital, LLC ("Legion Capital"). Kyrus Holdings, Inc. ("Kyrus Holdings") is an entity that controls Legion Capital. Mr. Viscuso is a member of the board of directors and a stockholder of Kyrus Holdings. Mr. Viscuso disclaims beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein.
F4Each stock option to buy Series E-1 Convertible Preferred Stock was convertible into and automatically converted into a stock option to buy Common Stock on a 1-for-2 basis upon the closing of the Issuer's initial public offering. This stock option is fully vested.
F5Each stock option to buy Series A Redeemable Preferred Stock became exercisable for a fixed number of shares and automatically converted into a stock option to buy Common Stock on approximately a 0.406-for-1 basis upon the closing of the Issuer's initial public offering. The stock option vested 25% on January 1, 2018 and the remainder vests in equal monthly installments such that the option will be fully vested on January 1, 2021.