SEC Form 4 · accession 0001209191-17-044689
Tintri, Inc. · TNTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Barry Eggers
10% Owner
Ravi Mhatre
10% Owner
Peter Nieh
10% Owner
LIGHTSPEED VENTURE PARTNERS VIII LP
10% Owner
Period of report
Jul 6, 2017
Accepted (ET)
Jul 10, 2017 · 7:12 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 | Jul 6, 2017 | C | 1,306,484 | $0.00 | A | 1,306,484 | D | |
| Common StockF4,F2,F3 | Jul 6, 2017 | C | 580,800 | $0.00 | A | 1,887,284 | D | |
| Common StockF5,F2,F3 | Jul 6, 2017 | C | 217,477 | $0.00 | A | 2,104,761 | D | |
| Common StockF6,F2,F3 | Jul 6, 2017 | C | 350,441 | $0.00 | A | 2,455,202 | D | |
| Common StockF7,F2,F3 | Jul 6, 2017 | C | 140,177 | $0.00 | A | 2,595,379 | D | |
| Common StockF8,F2,F3 | Jul 6, 2017 | C | 190,978 | $0.00 | A | 2,786,357 | D | |
| Common StockF2,F3 | Jul 6, 2017 | P | 597,858 | $7.00 | A | 3,384,215 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Purchase Warrant (right to buy)F2,F3 | $16.44 | Jun 1, 2017 | A | 516,137 | A | Jul 10, 2017 | Jun 1, 2027 | Common Stock | 516,137 | 516,137 | D |
| Series B Preferred StockF2,F3,F1 | — | Jul 6, 2017 | C | 1,306,484 | D | — | — | Common Stock | 1,306,484 | 0 | D |
| Series C Preferred StockF2,F3,F4 | — | Jul 6, 2017 | C | 580,800 | D | — | — | Common Stock | 580,800 | 0 | D |
| Series D Preferred StockF2,F3,F5 | — | Jul 6, 2017 | C | 217,477 | D | — | — | Common Stock | 217,477 | 0 | D |
| Series E-2 Preferred StockF2,F3,F6 | — | Jul 6, 2017 | C | 208,331 | D | — | — | Common Stock | 350,441 | 0 | D |
| Series E-1 Preferred StockF2,F3,F7 | — | Jul 6, 2017 | C | 83,333 | D | — | — | Common Stock | 140,177 | 0 | D |
| Series F-2 Preferred StockF2,F3,F8 | — | Jul 6, 2017 | C | 113,533 | D | — | — | Common Stock | 190,978 | 0 | D |
| Note Purchase Agreement (obligation to purchase)F11,F9,F10 | $7.00 | Jul 6, 2017 | J | — | A | — | — | Common Stock | 610,714 | 610,714 | D |
Explanation of responses
- F1The 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.
- F10The 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).
- F11See Exhibit 99.1
- F2Shares held by Lightspeed Venture Partners VIII, L.P. ("LVP VIII").
- F3Lightspeed Ultimate General Partner VIII, Ltd. ("LUGP VIII") is the sole general partner of Lightspeed General Partner VIII, L.P., which serves as the sole general partner of LVP VIII. Barry Eggers, Ravi Mhatre, Peter Y. Nieh and Christopher J. Schaepe, the directors of LUGP VIII, share voting and dispositive power with respect to the shares held of record by LVP VIII. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- 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 E-1 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-1 Preferred Stock had no expiration date.
- F8The 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.
- F9At 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.
Remarks
Mr. Schaepe is a director of the Issuer and files a separate report on Form 4 with respect to his beneficial ownership of Issuer securities held by LVP VIII.