SEC Form 4 · accession 0001104659-18-032295
Carbon Black, Inc. · CBLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff Fagnan
Director
Period of report
May 8, 2018
Accepted (ET)
May 10, 2018 · 9:09 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 StockF7,F1 | May 8, 2018 | C | 8,148,778 | — | A | 9,365,231 | I | By Atlas Venture Fund VI, L.P. |
| Common StockF7,F2 | May 8, 2018 | C | 249,193 | — | A | 286,392 | I | By Atlas Venture Entrepreneurs' Fund VI, L.P. |
| Common StockF7,F3 | May 8, 2018 | C | 149,207 | — | A | 171,480 | I | By Atlas Venture Fund VI GmbH & Co. KG |
| Common StockF7,F4 | May 8, 2018 | C | 181,273 | — | A | 181,273 | I | By Atlas Venture Fund IX, L.P. |
| Common StockF7,F5 | May 8, 2018 | C | 21,079 | — | A | 21,079 | I | By Accom B9F Investors, LLC |
| Common StockF6 | holding | — | — | — | 174,500 | I | By Accomplice CB Investors, 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 StockF7,F1 | — | May 8, 2018 | C | 7,398,761 | D | — | — | Common Stock | 3,699,380 | 0 | I |
| Series B Convertible Preferred StockF7,F2 | — | May 8, 2018 | C | 226,258 | D | — | — | Common Stock | 113,129 | 0 | I |
| Series B Convertible Preferred StockF7,F3 | — | May 8, 2018 | C | 135,475 | D | — | — | Common Stock | 67,737 | 0 | I |
| Series C Convertible Preferred StockF7,F1 | — | May 8, 2018 | C | 4,544,751 | D | — | — | Common Stock | 2,272,375 | 0 | I |
| Series C Convertible Preferred StockF7,F2 | — | May 8, 2018 | C | 138,981 | D | — | — | Common Stock | 69,490 | 0 | I |
| Series C Convertible Preferred StockF7,F3 | — | May 8, 2018 | C | 83,217 | D | — | — | Common Stock | 41,608 | 0 | I |
| Series D Convertible Preferred StockF7,F1 | — | May 8, 2018 | C | 1,263,264 | D | — | — | Common Stock | 631,632 | 0 | I |
| Series D Convertible Preferred StockF7,F2 | — | May 8, 2018 | C | 38,631 | D | — | — | Common Stock | 19,315 | 0 | I |
| Series D Convertible Preferred StockF7,F3 | — | May 8, 2018 | C | 23,131 | D | — | — | Common Stock | 11,565 | 0 | I |
| Series E Convertible Preferred StockF7,F1 | — | May 8, 2018 | C | 3,090,783 | D | — | — | Common Stock | 1,545,391 | 0 | I |
| Series E Convertible Preferred StockF7,F2 | — | May 8, 2018 | C | 94,518 | D | — | — | Common Stock | 47,259 | 0 | I |
| Series E Convertible Preferred StockF7,F3 | — | May 8, 2018 | C | 56,594 | D | — | — | Common Stock | 28,297 | 0 | I |
| Series E Convertible Preferred StockF7,F4 | — | May 8, 2018 | C | 362,548 | D | — | — | Common Stock | 181,273 | 0 | I |
| Series F Convertible Preferred StockF7,F5 | — | May 8, 2018 | C | 42,158 | D | — | — | Common Stock | 21,079 | 0 | I |
Explanation of responses
- F1The shares are held directly by Atlas Venture Fund VI, L.P. ("AVF VI"). Atlas Venture Associates VI, L.P. ("AVA VI LP") is the sole general partner of AVF VI. Atlas Venture Associates VI, Inc. ("AVA VI Inc.") is the sole general partner of AVA VI LP. Mr. Fagnan is a director of AVA VI Inc. and is an investor in a limited partner of AVF VI. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F2The shares are held directly by Atlas Venture Entrepreneurs' Fund VI, L.P. ("AVEF VI"). AVA VI LP is the sole general partner of AVEF VI. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F3The shares are held directly by Atlas Venture Fund VI GmbH & Co. KG ("AVFG VI"). AVA VI LP is the managing partner of AVFG VI. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F4The shares are held directly by Atlas Venture Fund IX, L.P. ("AVF IX"). Atlas Venture Associates IX, L.P. ("AVA IX LP") is the general partner of AVF IX. Atlas Venture Associates IX, LLC ("AVA IX LLC") is the general partner of AVA IX LP. Mr. Fagnan is a member of AVA IX LP. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F5The shares are held directly by Accom B9F Investors, LLC ("AB9F"). Mr. Fagnan is a member of AB9F. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F6The shares are held directly by Accomplice CB Investors LLC ("ACBI"). Mr. Fagnan is a member of ACBI. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F7Each share of preferred stock automatically converted into Common Stock on a 1-for-2 basis upon the closing of the Issuer's initial public offering. The shares have no expiration date.