SEC Form 4 · accession 0001209191-17-066502

MULESOFT, INC · MULE

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

Reporting owner

Gary Little

Director

Period of report

Dec 15, 2017

Accepted (ET)

Dec 19, 2017 · 6:45 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001374684

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1,F2	Dec 15, 2017	C	2,107,037	—	A	2,107,037	I	See footnote
Class A Common Stock^F2	Dec 15, 2017	J	2,107,037	$0.00	D	0	I	See footnote
Class A Common Stock^F5	Dec 15, 2017	J	32,382	$0.00	A	48,312	I	See footnote
Class A Common Stock^F7,F5	Dec 18, 2017	S	16,116	$22.4433	D	32,196	I	See footnote
Class A Common Stock^F5	Dec 18, 2017	S	75	$23.21	D	32,121	I	See footnote
Class A Common Stock^F8	Dec 15, 2017	J	3,596	$0.00	A	3,596	I	See footnote
Class A Common Stock^F7,F8	Dec 18, 2017	S	1,790	$22.4434	D	1,806	I	See footnote
Class A Common Stock^F8	Dec 18, 2017	S	8	$23.21	D	1,798	I	See footnote
Class A Common Stock^F9	Dec 15, 2017	J	3,596	$0.00	A	3,596	I	See footnote
Class A Common Stock^F7,F9	Dec 18, 2017	S	1,790	$22.4434	D	1,806	I	See footnote
Class A Common Stock^F9	Dec 18, 2017	S	8	$23.21	D	1,798	I	See footnote
Class A Common Stock^F10	Dec 15, 2017	J	3,596	$0.00	A	3,596	I	See footnote
Class A Common Stock^F7,F10	Dec 18, 2017	S	1,790	$22.4434	D	1,806	I	See footnote
Class A Common Stock^F10	Dec 18, 2017	S	8	$23.21	D	1,798	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
Class B Common Stock^F2,F1	—	Dec 15, 2017	C	2,107,037	D	—	—	Common Stock	2,107,037	4,214,076	I

Explanation of responses

F1Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
F10Shares are held by The Scott M. Little Exempt Trust whose trustee is an immediate family member of the Reporting Person but does not share a household with the Reporting Person and in which the Reporting Person may be deemed to have indirect pecuniary interest.
F2The shares are held of record by Morgenthaler Partners VIII, L.P. ("Morgenthaler Partners"). Morgenthaler Management Partners VIII, LLC ("Morgenthaler Management") is the sole general partner of Morgenthaler Partners. As a member of Morgenthaler Management, the Reporting Person shares voting and dispositive power with respect to the shares held of record by Morgenthaler Partners. Morgenthaler Management and the Reporting Person disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.
F3Represents a pro-rata, in-kind distribution by Morgenthaler Partners without additional consideration, to its partners. Morgenthaler Partners distributed an aggregate of 1,649,788 shares to its limited partners on a pro rata basis and 457,249 shares to its general partner, Morgenthaler Management. Morgenthaler Management subsequently distributed 457,249 shares on a pro rata basis for no additional consideration to its members and assignees.
F4Represents the receipt of shares of Class A Common Stock of the Issuer by virtue of the pro rata in-kind distribution by Morgenthaler Partners to Morgenthaler Management and the subsequent pro rata in-kind distribution to its members and assignees, including the trusts associated with the Reporting Person and his family members.
F5Shares are held by The Little 1995 Family Trust, for which the Reporting Person is trustee.
F6The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on August 15, 2017.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.15 to $23.11, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
F8Shares are held by The Allison F. Little Exempt Trust whose trustee is an immediate family member of the Reporting Person but does not share a household with the Reporting Person and in which the Reporting Person may be deemed to have indirect pecuniary interest.
F9Shares are held by The Christine C. Little Exempt Trust whose trustee is an immediate family member of the Reporting Person but does not share a household with the Reporting Person and in which the Reporting Person may be deemed to have indirect pecuniary interest.

Remarks

This Form 4 is one of two Form 4s filed on the date hereof in respect of these shares. The Reporting Persons for the other Form 4 are Morgenthaler Partners VIII, LP and Morgenthaler Management Partners VIII, LLC.