SEC Form 4 · accession 0000899243-17-027368
Sailpoint Technologies Holdings, Inc. · SAIL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Thoma Bravo, LLC
10% Owner
THOMA BRAVO FUND XI, L.P.
10% Owner
THOMA BRAVO FUND XI-A, L.P.
10% Owner
THOMA BRAVO EXECUTIVE FUND XI, L.P.
10% Owner
THOMA BRAVO PARTNERS XI, L.P.
10% Owner
Period of report
Nov 21, 2017
Accepted (ET)
Nov 22, 2017 · 6:52 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 StockF2,F1,F3,F4 | Nov 21, 2017 | C | 18,137,245 | — | A | 56,817,016 | I | See footnote |
| Common StockF5,F6,F7,F4 | Nov 21, 2017 | S | 5,000,000 | $11.16 | D | 51,817,016 | I | See footnote |
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 StockF2,F1,F4 | — | Nov 21, 2017 | C | 18,137,245 | D | — | — | Common Stock | 18,137,245 | 0 | I |
Explanation of responses
- F1Immediately prior to the closing of the issuer's initial public offering, each outstanding 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.
- F2Consists of 11,898,857 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 5,975,856 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A") and 262,532 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI").
- F3Consists of 37,274,528 shares held directly by TB Fund XI, 18,720,144 shares held directly by TB Fund XI-A and 822,344 shares held directly by TB Exec Fund XI.
- F4Thoma Bravo Partners XI, L.P. ("TB Partners XI") is the general partner of each of TB Fund XI, TB Fund XI-A and TB Exec Fund XI. Thoma Bravo, LLC ("TB, LLC") is the general partner of TB Partners XI. By virtue of the relationships described in this footnote, TB, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund XI, TB Fund XI-A and TB Exec Fund XI. Each of TB Partners XI and TB, LLC disclaims beneficial ownership of the shares owned by TB Fund XI, TB Fund XI-A and TB Exec Fund XI except to the extent of its pecuniary interest therein.
- F5Consists of 3,280,225 shares held directly by TB Fund XI, 1,647,410 shares held directly by TB Fund XI-A and 72,365 shares held directly by TB Exec Fund XI.
- F6Represents the initial public offering price to the public of $12.00 per share, less the underwriters' discount of $0.84 per share.
- F7Consists of 33,994,303 shares held directly by TB Fund XI, 17,072,734 shares held directly by TB Fund XI-A and 749,979 shares held directly by TB Exec Fund XI.