SEC Form 4 · accession 0001209191-17-044691

Tintri, Inc. · TNTR

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

Reporting owner

Christopher J Schaepe

Director · 10% Owner

Period of report

Jul 6, 2017

Accepted (ET)

Jul 10, 2017 · 7:16 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 Stock^F1,F2,F3	Jul 6, 2017	C	1,306,484	$0.00	A	1,306,484	I	See footnotes
Common Stock^F4,F2,F3	Jul 6, 2017	C	580,800	$0.00	A	1,887,284	I	See footnotes
Common Stock^F5,F2,F3	Jul 6, 2017	C	217,477	$0.00	A	2,104,761	I	See footnotes
Common Stock^F6,F2,F3	Jul 6, 2017	C	350,441	$0.00	A	2,455,202	I	See footnotes
Common Stock^F7,F2,F3	Jul 6, 2017	C	140,177	$0.00	A	2,595,379	I	See footnotes
Common Stock^F8,F2,F3	Jul 6, 2017	C	190,978	$0.00	A	2,786,357	I	See footnotes
Common Stock^F2,F3	Jul 6, 2017	P	597,858	$7.00	A	3,384,215	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 E Preferred Stock^F2,F3,F9,F10	—	Apr 10, 2017	D	208,331	D	—	—	Common Stock	208,331	0	I
Series E Preferred Stock^{F2,F3,F10,F11}	—	Apr 10, 2017	A	208,331	A	—	—	Common Stock	208,331	208,331	I
Series E-1 Preferred Stock^F2,F3,F9,F10	—	Apr 10, 2017	D	83,333	D	—	—	Common Stock	140,177	0	I
Series E-1 Preferred Stock^{F2,F3,F10,F11}	—	Apr 10, 2017	A	83,333	A	—	—	Common Stock	140,177	83,333	I
Series E Preferred Stock^{F2,F3,F12,F13}	—	Jun 1, 2017	D	208,331	D	—	—	Common Stock	208,331	0	I
Series E-2 Preferred Stock^{F2,F3,F12,F13}	—	Jun 1, 2017	A	208,331	A	—	—	Common Stock	208,331	208,331	I
Series E-1 Preferred Stock^{F2,F3,F13,F14}	—	Jun 1, 2017	D	83,333	D	—	—	Common Stock	140,177	0	I
Series E-1 Preferred Stock^{F2,F3,F13,F15}	—	Jun 1, 2017	A	83,333	A	—	—	Common Stock	140,177	83,333	I
Series F Preferred Stock^{F2,F3,F13,F16}	—	Jun 1, 2017	D	113,533	D	—	—	Common Stock	113,533	0	I
Series F-2 Preferred Stock^{F2,F3,F13,F16}	—	Jun 1, 2017	A	113,533	A	—	—	Common Stock	113,533	113,533	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	I
Series B Preferred Stock^F2,F3,F1	—	Jul 6, 2017	C	1,306,484	D	—	—	Common Stock	1,306,484	0	I
Series C Preferred Stock^F2,F3,F4	—	Jul 6, 2017	C	580,800	D	—	—	Common Stock	580,800	0	I
Series D Preferred Stock^F2,F3,F5	—	Jul 6, 2017	C	217,477	D	—	—	Common Stock	217,477	0	I
Series E-2 Preferred Stock^F2,F3,F6	—	Jul 6, 2017	C	208,331	D	—	—	Common Stock	350,441	0	I
Series E-1 Preferred Stock^F2,F3,F7	—	Jul 6, 2017	C	83,333	D	—	—	Common Stock	140,177	0	I
Series F-2 Preferred Stock^F2,F3,F8	—	Jul 6, 2017	C	113,533	D	—	—	Common Stock	190,978	0	I
Note Purchase Agreement (obligation to purchase)^F19,F17,F18	$7.00	Jul 6, 2017	J	—	A	—	—	Common Stock	610,714	610,714	I

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.
F101. See Exhibit 99.1
F11Lightspeed engaged in a deemed acquisition of shares of Series E Preferred Stock and Series E-1 Preferred Stock pursuant to the April Reclassification as described in Exhibit 99.1.
F12Pursuant to a recapitalization, shares of Series E Preferred Stock were exchanged for shares of Series E-2 Preferred Stock on a 1-for-1 basis.
F132. See Exhibit 99.1
F14Lightspeed constructively disposed of shares of Series E-1 Preferred Stock pursuant to an amendment of the Issuer's certificate of incorporation on June 1, 2017 in which the conversion terms of the Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock were modified, and two new series of preferred stock designated Series E-2 Preferred Stock and Series F-2 Preferred Stock, were created (the "June Reclassification"), as described in Exhibit 99.1.
F15Lightspeed constructively acquired shares of Series E-1 Preferred Stock pursuant to the June Reclassification, as described in Exhibit 99.1.
F16Pursuant to a recapitalization, shares of Series F Preferred Stock were exchanged for shares of Series F-2 Preferred Stock on a 1-for-1 basis.
F17At 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.
F18The 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).
F193. See 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 expiration date.
F9Lightspeed engaged in a deemed disposition of shares of Series E Preferred Stock and Series E-1 Preferred Stock pursuant to an amendment and restatement of the Issuer's certificate of incorporation on April 10, 2017,in which the conversion terms of the Series E Preferred Stock and Series E-1 Preferred Stock were modified (the "April Reclassification"), as described in Exhibit 99.1.