SEC Form 4 · accession 0001209191-19-011126

Sailpoint Technologies Holdings, Inc. · SAIL

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On February 15, 2019, 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 15,000 shares in multiple trades at prices ranging from $31.48 to $32.18. 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.
• F2On February 15, 2019, 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 15,000 shares in multiple trades at prices ranging from $31.48 to $32.18. 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.
• F3Mr. 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.
• F4On February 15, 2019, 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 1,000 shares in multiple trades at prices ranging from $31.48 to $32.18. 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.
• F5Mr. 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.
• F6On February 15, 2019, 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 1,000 shares in multiple trades at prices ranging from $31.48 to $32.18. 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.
• F7On February 15, 2019, 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 1,000 shares in multiple trades at prices ranging from $31.48 to $32.18. 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.