SEC Form 4 · accession 0001209191-17-044680
Tintri, Inc. · TNTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Jul 6, 2017
Accepted (ET)
Jul 10, 2017 · 6:44 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 | Jul 6, 2017 | C | 1,261,666 | $0.00 | A | 1,261,666 | D | |
| Common StockF3,F2 | Jul 6, 2017 | C | 773,429 | $0.00 | A | 2,035,095 | D | |
| Common StockF4,F2 | Jul 6, 2017 | C | 689,700 | $0.00 | A | 2,724,795 | D | |
| Common StockF5,F2 | Jul 6, 2017 | C | 314,562 | $0.00 | A | 3,039,357 | D | |
| Common StockF6,F2 | Jul 6, 2017 | C | 709,638 | $0.00 | A | 3,748,995 | D | |
| Common StockF7,F2 | Jul 6, 2017 | C | 572,935 | $0.00 | A | 4,321,930 | D | |
| Common StockF2 | Jul 6, 2017 | P | 926,429 | $7.00 | A | 5,248,359 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F1 | — | Jul 6, 2017 | C | 1,261,666 | D | — | — | Common Stock | 1,261,666 | 0 | D |
| Series B Preferred StockF2,F3 | — | Jul 6, 2017 | C | 773,429 | D | — | — | Common Stock | 773,429 | 0 | D |
| Series C Preferred StockF2,F4 | — | Jul 6, 2017 | C | 689,700 | D | — | — | Common Stock | 689,700 | 0 | D |
| Series D Preferred StockF2,F5 | — | Jul 6, 2017 | C | 314,562 | D | — | — | Common Stock | 314,562 | 0 | D |
| Series E-2 Preferred StockF2,F6 | — | Jul 6, 2017 | C | 421,867 | D | — | — | Common Stock | 709,638 | 0 | D |
| Series F-2 Preferred StockF2,F7 | — | Jul 6, 2017 | C | 340,599 | D | — | — | Common Stock | 572,935 | 0 | D |
| Note Purchase Agreement (obligation to purchase)F2,F10,F8,F9 | $7.00 | Jul 6, 2017 | J | — | A | — | — | Common Stock | 967,857 | 967,857 | D |
Explanation of responses
- F1The Series A Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock had no expiration date.
- F10See Exhibit 99.1.
- F2The shares are directly held by New Enterprise Associates 12, Limited Partnership ("NEA 12") and indirectly held by NEA Partners 12, Limited Partnership ("NEA Partners 12"), the sole general partner of NEA 12, NEA 12 GP, LLC ("NEA 12 GP"), the sole general partner of NEA Partners 12, and the individual managers of NEA 12 GP (NEA Partners 12, NEA 12 GP and the individual managers of NEA 12 GP together, the "NEA 12 Indirect Reporting Persons"). The individual managers of NEA 12 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The NEA 12 Indirect Reporting Persons disclaim 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 12 shares in which the NEA 12 Indirect Reporting Persons have no pecuniary interest.
- F3The Series B Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date.
- F4The Series C Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series C Preferred Stock had no expiration date.
- F5The Series D Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series D Preferred Stock had no expiration date.
- F6The Series E-2 Preferred Stock automatically converted into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series E-2 Preferred Stock had no expiration date.
- F7The Series F-2 Preferred Stock automatically converted into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series F-2 Preferred Stock had no an expiration date.
- F8At any time on or after December 1, 2019, upon the election of the Issuer pursuant to the approval of a majority of the members of the Issuer's board of directors and subject to the terms and conditions of any outstanding Note(s), any outstanding principal amount of the Note(s) and all accrued and unpaid interest on the Note(s) shall automatically convert into fully paid and nonassessable shares of common stock at the initial public offering price of $7.00 per share.
- F9The Issuer's right to draw funds under the Note Purchase Agreement and to cause any resulting Note(s) to convert into common stock will expire on December 1, 2019. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Note, shall be due and payable on the earlier of (i) 540 days from the date of issuance of such Note(s), or (ii) when, upon the occurrence and during the continuance of an Event of Default (as defined in such Note(s)), such amounts are declared due and payable by Reporting Person or made automatically due and payable, in each case, in accordance with the terms of such Note(s).