SEC Form 4 · accession 0001209191-18-059182
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 15, 2018
Accepted (ET)
Nov 19, 2018 · 4:27 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 StockF1 | Nov 15, 2018 | S | 8,661 | $26.2869 | D | 1,654,141 | D | |
| Common StockF2 | Nov 15, 2018 | S | 6,339 | $27.079 | D | 1,647,802 | D | |
| Common StockF3,F4 | Nov 15, 2018 | S | 8,660 | $26.2868 | D | 1,237,334 | I | By McClain Charitable Remainder Trust |
| Common StockF5,F4 | Nov 15, 2018 | S | 6,340 | $27.079 | D | 1,230,994 | I | By McClain Charitable Remainder Trust |
| Common StockF6,F7 | Nov 15, 2018 | S | 578 | $26.287 | D | 63,422 | I | By McClain RHD 2015 Trust |
| Common StockF8,F7 | Nov 15, 2018 | S | 422 | $27.079 | D | 63,000 | I | By McClain RHD 2015 Trust |
| Common StockF9,F7 | Nov 15, 2018 | S | 577 | $26.2869 | D | 63,423 | I | By McClain ADM 2015 Trust |
| Common StockF10,F7 | Nov 15, 2018 | S | 423 | $27.0793 | D | 63,000 | I | By McClain ADM 2015 Trust |
| Common StockF11,F7 | Nov 15, 2018 | S | 577 | $26.2861 | D | 63,423 | I | By McClain GMM 2015 Trust |
| Common StockF12,F7 | Nov 15, 2018 | S | 423 | $27.0787 | D | 63,000 | I | By McClain GMM 2015 Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 15, 2018, pursuant to a plan of disposition adopted on March 15, 2018 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plan"), Mr. McClain sold 8,661 shares in multiple trades at prices ranging from $25.88 to $26.87. The price reported above reflects the weighted average sale price. Mr. McClain hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 300,000 shares may be sold in the aggregate under the 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 300,000 shares in the aggregate have been sold.
- F10On November 15, 2018, pursuant to the ADM Trust 10b5-1 Plan, the ADM Trust sold 423 shares in multiple trades at prices ranging from $26.88 to $27.24. The price reported above reflects the weighted average sale price. The ADM Trust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 22,000 shares may be sold in the aggregate under the ADM Trust 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 22,000 shares in the aggregate have been sold.
- F11On November 15, 2018, pursuant to a plan of disposition adopted on March 15, 2018 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "GMM Trust 10b5-1 Plan"), the GMM Trust sold 577 shares in multiple trades at prices ranging from $25.88 to $26.87. The price reported above reflects the weighted average sale price. The GMM Trust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 22,000 shares may be sold in the aggregate under the GMM Trust 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 22,000 shares in the aggregate have been sold.
- F12On November 15, 2018, pursuant to the GMM Trust 10b5-1 Plan, the GMM Trust sold 423 shares in multiple trades at prices ranging from $26.88 to $27.24. The price reported above reflects the weighted average sale price. The GMM Trust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 22,000 shares may be sold in the aggregate under the GMM Trust 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 22,000 shares in the aggregate have been sold.
- F2On November 15, 2018, pursuant to the 10b5-1 Plan, Mr. McClain sold 6,339 shares in multiple trades at prices ranging from $26.88 to $27.24. The price reported above reflects the weighted average sale price. Mr. McClain hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 300,000 shares may be sold in the aggregate under the 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 300,000 shares in the aggregate have been sold.
- F3On November 15, 2018, pursuant to a plan of disposition adopted on March 15, 2018 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "Unitrust 10b5-1 Plan"), the McClain Charitable Remainder Unitrust (the "Unitrust") sold 8,660 shares in multiple trades at prices ranging from $25.88 to $26.87. The price reported above reflects the weighted average sale price. The Unitrust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 300,000 shares may be sold in the aggregate under the Unitrust 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 300,000 shares in the aggregate have been sold.
- F4Mr. McClain is a co-trustee for 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.
- F5On November 15, 2018, pursuant to the Unitrust 10b5-1 Plan, the Unitrust sold 6,340 shares in multiple trades at prices ranging from $26.88 to $27.24. The price reported above reflects the weighted average sale price. The Unitrust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 300,000 shares may be sold in the aggregate under the Unitrust 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 300,000 shares in the aggregate have been sold.
- F6On November 15, 2018, pursuant to a plan of disposition adopted on March 15, 2018 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "RHD Trust 10b5-1 Plan"), the McClain RHD 2015 Trust (the "RHD Trust") sold 578 shares in multiple trades at prices ranging from $25.88 to $26.87. The price reported above reflects the weighted average sale price. The RHD Trust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 22,000 shares may be sold in the aggregate under the RHD Trust 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 22,000 shares in the aggregate have been sold.
- F7Mr. McClain is a co-trustee for each of the RHD Trust, McClain ADM 2015 Trust (the "ADM Trust") and McClain GMM 2015 Trust (the "GMM Trust", and together with the RHD Trust and the ADM Trust, 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.
- F8On November 15, 2018, pursuant to the RHD Trust 10b5-1 Plan, the RHD Trust sold 422 shares in multiple trades at prices ranging from $26.88 to $27.24. The price reported above reflects the weighted average sale price. The RHD Trust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 22,000 shares may be sold in the aggregate under the RHD Trust 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 22,000 shares in the aggregate have been sold.
- F9On November 15, 2018, pursuant to a plan of disposition adopted on March 15, 2018 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "ADM Trust 10b5-1 Plan"), the ADM Trust sold 577 shares in multiple trades at prices ranging from $25.88 to $26.87. The price reported above reflects the weighted average sale price. The ADM Trust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 22,000 shares may be sold in the aggregate under the ADM Trust 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 22,000 shares in the aggregate have been sold.