SEC Form 4 · accession 0001209191-18-015931
Tintri, Inc. · TNTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Peter J Barris
10% Owner
M James Barrett
10% Owner
Patrick J Kerins
10% Owner
Scott D Sandell
10% Owner
Forest Baskett
10% Owner
NEA 12 GP, LLC
10% Owner
NEA Partners 12, Limited Partnership
10% Owner
Period of report
Feb 26, 2018
Accepted (ET)
Mar 2, 2018 · 5:51 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)F1,F3,F2 | $7.00 | Feb 26, 2018 | E | — | D | — | — | Common Stock | 967,857 | 0 | D |
Explanation of responses
- F1As previously disclosed, New Enterprise Associates 12, Limited Partnership ("NEA 12") 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 NEA 12 and such other parties one or more subordinated convertible promissory notes (the "Notes"). On February 26, 2018, NEA 12 funded its respective amount under the Note Purchase Agreement and was 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.
- F2Represents the maximum principal amount of Notes that the Issuer could issue to NEA 12 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.
- F3These securities are directly held by 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.