SEC Form 4 · accession 0001209191-17-027825
Yext, Inc. · YEXT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Norman A Fogelsong
10% Owner
Dennis B Phelps
10% Owner
Stephen J Harrick
10% Owner
Todd C Chaffee
10% Owner
Institutional Venture Partners XI LP
10% Owner
J Sanford Miller
10% Owner
Period of report
Apr 19, 2017
Accepted (ET)
Apr 21, 2017 · 4:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001614178
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 19, 2017 | C | 7,220,921 | — | A | 8,616,693 | I | By Institutional Venture Partners XII, L.P. |
| Common StockF3,F2 | Apr 19, 2017 | C | 963,391 | — | A | 9,580,084 | I | By Institutional Venture Partners XII, L.P. |
| Common StockF4,F2 | Apr 19, 2017 | C | 475,750 | — | A | 10,055,834 | I | By Institutional Venture Partners XII, L.P. |
| Common StockF5,F2 | Apr 19, 2017 | C | 1,272,724 | — | A | 11,328,558 | I | By Institutional Venture Partners XII, L.P. |
| Common StockF5,F6 | Apr 19, 2017 | C | 533,719 | — | A | 533,719 | I | By Institutional Venture Partners XI, L.P. |
| Common StockF5,F7 | Apr 19, 2017 | C | 85,445 | — | A | 85,445 | I | By Institutional Venture Partners XI GmbH & Co. Beteiligungs KG |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF2,F1 | — | Apr 19, 2017 | C | 7,220,921 | D | — | — | Common Stock | 7,220,921 | 0 | I |
| Series D Preferred StockF2,F3 | — | Apr 19, 2017 | C | 963,391 | D | — | — | Common Stock | 963,391 | 0 | I |
| Series E Preferred StockF2,F4 | — | Apr 19, 2017 | C | 475,750 | D | — | — | Common Stock | 475,750 | 0 | I |
| Series F Preferred StockF2,F5 | — | Apr 19, 2017 | C | 1,272,724 | D | — | — | Common Stock | 1,272,724 | 0 | I |
| Series F Preferred StockF6,F5 | — | Apr 19, 2017 | C | 533,719 | D | — | — | Common Stock | 533,719 | 0 | I |
| Series F Preferred StockF7,F5 | — | Apr 19, 2017 | C | 85,445 | D | — | — | Common Stock | 85,445 | 0 | I |
Explanation of responses
- F1Each share of the Issuer's Series C Preferred Stock converted automatically into shares of the Issuer's 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 did not have an expiration date.
- F2The shares are owned by Institutional Venture Partners XII, L.P. ("IVP XII"). Institutional Venture Management XII, LLC ("IVM XII") serves as the sole General Partner of IVP XII, and has sole voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Todd C. Chaffee ("Chaffee"), Norman A. Fogelsong ("Fogelsong"), Stephen J. Harrick ("Harrick"), J. Sanford Miller ("Miller") and Dennis B. Phelps ("Phelps") are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII. Each of these individuals disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein.
- F3Each share of the Issuer's Series D Preferred Stock converted automatically into shares of the Issuer's 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 did not have an expiration date.
- F4Each share of the Issuer's Series E Preferred Stock converted automatically into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series E Preferred Stock did not have an expiration date.
- F5Each share of the Issuer's Series F Preferred Stock converted automatically into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series F Preferred Stock did not have an expiration date.
- F6The shares are owned by Institutional Venture Partners XI, L.P. ("IVP XI"), which is under common control with Institutional Venture Partners XI GmbH & Co. Beteiligungs KG ("IVP XI KG"). Institutional Venture Management XI, LLC ("IVM XI") serves as the sole General Partner of IVP XI, and has sole voting and investment control over the respective shares owned by IVP XI, and may be deemed to own beneficially the shares held by IVP XI. IVM XI however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG. Each of these individuals disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein.
- F7The shares are owned by IVP XI KG, which is under common control with IVP XI. IVM XI serves as the sole managing limited partner of IVP XI KG, and has sole voting and investment control over the respective shares owned by IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI KG. IVM XI however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI KG. Each of these individuals disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein.