SEC Form 4 · accession 0000899243-18-006180
Tintri, Inc. · TNTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Silver Lake Group, L.L.C.
10% Owner
Silver Lake Kraftwerk Fund, L.P.
10% Owner
SLTA Kraftwerk (GP), L.L.C.
10% Owner
Period of report
Feb 27, 2018
Accepted (ET)
Mar 2, 2018 · 5:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001554875
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Note Purchase Agreement (obligation to purchase)F4,F5,F1,F2 | $7.00 | Feb 27, 2018 | E | — | D | — | — | Common Stock | 890,229 | — | I |
| Note Purchase Agreement (obligation to purchase)F4,F5,F2,F3 | $7.00 | Feb 27, 2018 | E | — | D | — | — | Common Stock | 27,627 | — | I |
Explanation of responses
- F1These securities were directly held by Silver Lake Kraftwerk Fund, L.P. ("SL Kraftwerk").
- F2Silver Lake Technology Associates Kraftwerk, L.P. ("SLTA Kraftwerk") is the general partner of each of SL Kraftwerk and Silver Lake Technology Investors Kraftwerk, L.P. ("SLTI Kraftwerk"). SLTA Kraftwerk (GP), L.L.C. is the general partner of SLTA Kraftwerk, and Silver Lake Group, L.L.C. is the managing member of SLTA Kraftwerk (GP), L.L.C.
- F3These securities were directly held by SLTI Kraftwerk.
- F4As previously disclosed, SL Kraftwerk, SLTI Kraftwerk and other parties thereto are party to a Note Purchase Agreement, dated May 4, 2017 (as amended, the "Note Purchase Agreement"), pursuant to which Tintri, Inc. (the "Issuer") had the right to issue to SL Kraftwerk and SLTI Kraftwerk and such other parties one or more subordinated convertible promissory notes ("Notes"). On February 27, 2018, SL Kraftwerk and SLTI Kraftwerk funded their respective amounts under the Note Purchase Agreement and were issued Notes with a maturity date 540 days from the date of issuance. Pursuant to the terms of the Note Purchase Agreement, as the maturity date of such Notes will occur prior to the date at which the Issuer would have been permitted to convert such amounts into Common Stock, such Notes will not be convertible by the Issuer into Common Stock.
- F5Represents the maximum principal amount of Notes that the Issuer could issue to SL Kraftwerk and SLTI Kraftwerk under the Note Purchase Agreement, which, under certain circumstances, the Issuer had the right to convert into shares of Common Stock at a price of $7.00 per share.
Remarks
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.