SEC Form 4 · accession 0001209191-18-028793

MULESOFT, INC · MULE

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

Reporting owner

Scott D Sandell

10% Owner

Period of report

May 1, 2018

Accepted (ET)

May 9, 2018 · 12:25 pm EDT

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	May 1, 2018	C	12,679,970	—	A	12,679,970	I	See Note 2
Class A Common Stock^F3,F2	May 1, 2018	U	12,679,970	—	D	0	I	See Note 2
Class A Common Stock^F1,F4	May 1, 2018	C	2,576,939	—	A	2,576,939	I	See Note 4
Class A Common Stock^F3,F4	May 1, 2018	U	2,576,939	—	D	0	I	See Note 4
Class A Common Stock^F1,F5	May 1, 2018	C	858,978	—	A	858,978	I	See Note 5
Class A Common Stock^F3,F5	May 1, 2018	U	858,978	—	D	0	I	See Note 5

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Class B Common Stock^F1,F2	—	May 1, 2018	C	12,679,970	D	—	—	Class A Common Stock	12,679,970	I
Class B Common Stock^F1,F4	—	May 1, 2018	C	2,576,939	D	—	—	Class A Common Stock	2,576,939	I
Class B Common Stock^F1,F5	—	May 1, 2018	C	858,978	D	—	—	Class A Common Stock	858,978	I

Explanation of responses

F1Upon consummation of the tender offer (as described below), each share of tendered Class B common stock converted on a one-to-one basis into Class A common stock.
F2The Reporting Person is a director of NEA 14 GP, LTD, which is the sole general partner of NEA Partners 14, L.P. ("NEA Partners 14"). NEA Partners 14 is the sole general partner of New Enterprise Associates 14, L.P. ("NEA 14"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 shares in which the Reporting Person has no pecuniary interest.
F3Pursuant to the Agreement and Plan of Merger, dated as of March 20, 2018 (the "Merger Agreement"), by and among salesforce.com, inc. ("Salesforce"), Malbec Acquisition Corp. and the Issuer, each share of Class A common stock was tendered in exchange for (i) $36.00 in cash and (ii) 0.0711 of a share of Salesforce common stock, together with cash in lieu of any fractional shares of Salesforce common stock.
F4The Reporting Person is a manager of NEA 15 GP, LLC, ("NEA 15 GP") which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of New Enterprise Associates 15, L. P. ("NEA 15"), which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the shares held by NEA 15 in which the Reporting Person has no pecuniary interest.
F5The Reporting Person is a manager of NEA 15 GP, LLC, ("NEA 15 GP") which is the sole general partner of NEA Partners 15-OF, L.P. ("NEA Partners 15-OF"). NEA Partners 15-OF is the sole general partner of NEA 15 Opportunity Fund, L.P. ("NEA 15-OF"), which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the shares held by NEA 15-OF in which the Reporting Person has no pecuniary interest.