SEC Form 4 · accession 0001104659-17-044338
Tintri, Inc. · TNTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Insight Holdings Group, LLC
10% Owner
Insight Venture Management, LLC
10% Owner
Insight Venture Partners VIII, L.P.
10% Owner
Star Trinity GP, LLC
10% Owner
Star Trinity, L.P.
10% Owner
Period of report
Jul 6, 2017
Accepted (ET)
Jul 10, 2017 · 9:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001554875
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Jul 6, 2017 | C | 211,349 | — | A | 1,949,330 | D | |
| Common StockF2,F3,F4,F6 | Jul 6, 2017 | C | 54,668 | — | A | 504,235 | D | |
| Common StockF2,F3,F4,F7 | Jul 6, 2017 | C | 7,541 | — | A | 69,567 | D | |
| Common StockF2,F3,F4,F8 | Jul 6, 2017 | C | 67,031 | — | A | 618,264 | D | |
| Common StockF2,F9,F10 | Jul 6, 2017 | C | 1,362,394 | — | A | 1,362,394 | D | |
| Common StockF2,F3,F4,F11 | Jul 6, 2017 | C | 340,589 | — | A | 3,141,396 | I | See footnotes |
| Common StockF2,F3,F4,F12 | Jul 6, 2017 | C | 340,589 | — | A | 3,141,396 | I | See footnotes |
| Common StockF2,F10,F13 | Jul 6, 2017 | C | 1,362,394 | — | A | 1,362,394 | I | See footnote |
| Common StockF2,F10,F14 | Jul 6, 2017 | C | 1,362,394 | — | A | 1,362,394 | I | See footnote |
| Common StockF2,F4,F5,F10,F15 | Jul 6, 2017 | C | 1,702,983 | — | A | 4,503,790 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series F PreferredF3,F4,F5,F2 | — | Jul 6, 2017 | C | 70,450 | D | — | — | Common Stock | 211,349 | 0 | D |
| Series F PreferredF4,F5,F6,F2 | — | Jul 6, 2017 | C | 18,223 | D | — | — | Common Stock | 54,668 | 0 | D |
| Series F PreferredF4,F5,F7,F2 | — | Jul 6, 2017 | C | 2,514 | D | — | — | Common Stock | 7,541 | 0 | D |
| Series F PreferredF4,F5,F8,F2 | — | Jul 6, 2017 | C | 22,344 | D | — | — | Common Stock | 67,031 | 0 | D |
| Series F PreferredF9,F10,F2 | — | Jul 6, 2017 | C | 454,132 | D | — | — | Common Stock | 1,362,394 | 0 | D |
| Series F PreferredF3,F4,F11,F2 | — | Jul 6, 2017 | C | 113,531 | D | — | — | Common Stock | 340,589 | 0 | I |
| Series F PreferredF3,F4,F12,F2 | — | Jul 6, 2017 | C | 113,531 | D | — | — | Common Stock | 340,589 | 0 | I |
| Series F PreferredF10,F13,F2 | — | Jul 6, 2017 | C | 454,132 | D | — | — | Common Stock | 1,362,394 | 0 | I |
| Series F PreferredF10,F14,F2 | — | Jul 6, 2017 | C | 454,132 | D | — | — | Common Stock | 1,362,394 | 0 | I |
| Series F PreferredF3,F4,F10,F15,F2 | — | Jul 6, 2017 | C | 567,663 | D | — | — | Common Stock | 1,702,983 | 0 | I |
Explanation of responses
- F1This report is the second of three filings made on this 10th day of July, 2017, to report transactions that occurred on July 6, 2017.
- F10The amount listed as owned by ST LP may be deemed attributable to Star Trinity GP, LLC ("ST GP"), Insight Venture Management, LLC ("IVM") and Holdings because the general partner of ST LP is ST GP, the sole member of which is IVM, the sole member of which is Holdings. Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held by ST LP. The foregoing is not an admission by any of Holdings, ST GP or IVM that it is the beneficial owner of any of the shares held by ST LP. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by ST LP except to the extent of his pecuniary interest therein.
- F11These shares are owned indirectly by IVPA VIII, L.P. See footnotes (3) and (4) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings.
- F12These shares are owned indirectly by IVPA VIII, Ltd. See footnotes (3) and (4) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings.
- F13These shares are owned indirectly by ST GP. See footnote (10) above for a description of the relationship among ST LP, ST GP, IVM and Holdings.
- F14These shares are owned indirectly by IVM. See footnote (10) above for a description of the relationship among ST LP, ST GP, IVM and Holdings.
- F15These shares are owned indirectly by Holdings. See footnotes (4) and (5) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings and footnote (10) above for a description of the relationship among ST LP, ST GP, IVM and Holdings.
- F2The Series F Preferred Stock converted into the Issuer's common stock ("Common Stock") on a 2.9999959-for-1 basis and had no expiration date.
- F3Shares held of record by Insight Venture Partners VIII, L.P. ("IVP VIII").
- F4The amount listed as owned by each of IVP VIII, Insight Venture Partners (Cayman) VIII, L.P. ("IVP Cayman VIII"), Insight Venture Partners VIII (Co-Investors), L.P. ("IVP VIII Co-Investors") and Insight Venture Partners (Delaware) VIII, L.P. ("IVP Delaware VIII" together with IVP VIII, IVP Cayman VIII and IVP VIII Co-Investors, the "IVP VIII Funds") may be deemed to be attributable to Insight Venture Associates VIII, L.P. ("IVPA VIII, L.P."), Insight Venture Associates VIII, Ltd. ("IVPA VIII, Ltd.") and Insight Holdings Group, LLC ("Holdings") because the general partner of the IVP VIII Funds is IVPA VIII, L.P., the general partner of which is IVPA VIII, Ltd., the sole shareholder of which is Holdings.
- F5Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held by the IVP VIII Funds. The foregoing is not an admission by any of Holdings, IVPA VIII, L.P. or IVPA VIII, Ltd., that it is the beneficial owner of any of the shares held by the IVP VIII Funds. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by the IVP VIII Funds except to the extent of his pecuniary interest therein.
- F6Shares held of record by IVP Cayman VIII.
- F7Shares held of record by IVP VIII Co-Investors.
- F8Shares held of record by IVP Delaware VIII.
- F9Shares held of record by Star Trinity, LP ("ST LP").
Remarks
Exhibit List: Exhibit 99.1 - Joint Filers' Signatures