SEC Form 4 · accession 0000899243-17-027318

Sailpoint Technologies Holdings, Inc. · SAIL

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

Reporting owner

Mark D. McClain

Officer — CEO and President · Director

Period of report

Nov 20, 2017

Accepted (ET)

Nov 22, 2017 · 5:02 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001627857

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Nov 20, 2017	A	100,000	$0.00	A	1,709,565	D
Common Stock^F1	Nov 21, 2017	C	363,237	$0.00	A	2,072,802	D
Common Stock^F2	Nov 21, 2017	S	200,000	$12.00	D	1,872,802	D
Common Stock^F1,F3	Nov 21, 2017	C	496,713	$0.00	A	1,555,994	I	By McClain Charitable Remainder Unitrust
Common Stock^F2,F3	Nov 21, 2017	S	100,000	$12.00	D	1,455,994	I	By McClain Charitable Remainder Unitrust
Common Stock^F4	holding	—	—		—	80,000	I	By McClain RHD 2015 Trust
Common Stock^F4	holding	—	—		—	80,000	I	By McClain ADM 2015 Trust
Common Stock^F4	holding	—	—		—	80,000	I	By McClain GMM 2015 Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Convertible Preferred Stock^F1	—	Nov 21, 2017	C	3,965	D	—	—	Common Stock	363,237	0	D
Series A Convertible Preferred Stock^F1,F3	—	Nov 21, 2017	C	5,422	D	—	—	Common Stock	496,713	0	I

Explanation of responses

F1Immediately prior to completion of the issuer's initial public offering (the "IPO") on November 21, 2017, each share of preferred stock automatically converted into a number of shares of common stock equal to the result of the liquidation value of such share of preferred stock, divided by the initial public offering price per share of common stock of $12.00. The liquidation value for each share of preferred stock was equal to $1,000 plus accrued and unpaid dividends on such share of preferred stock. There was no expiration date.
F2Sold in the IPO.
F3Mr. McClain is a co-trustee for the McClain Charitable Remainder Unitrust (the "Unitrust"), and he shares investment control over, and may be deemed to have a pecuniary interest in, the shares held by the Unitrust. As such, Mr. McClain may be deemed to beneficially own all of the shares held by the Unitrust; however, Mr. McClain disclaims beneficial ownership of the shares held by the Unitrust except to the extent of his pecuniary interest therein.
F4Mr. McClain is a co-trustee for each of the McClain RHD 2015 Trust, McClain ADM 2015 Trust and McClain GMM 2015 Trust (together, the "Family Trusts"). The beneficiary of each of the Family Trusts is an immediate family member of Mr. McClain's. As such, Mr. McClain may be deemed to beneficially own all of the shares held by the Family Trusts; however, Mr. McClain disclaims beneficial ownership of the shares held by the Family Trusts except to the extent of his pecuniary interest therein.