Maeder Paul A Form 4 Carbon Black / PAUL A MAEDER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MAEDER PAUL A

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Carbon Black, Inc. [ CBLK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/2018		C		3,514,161	A	⁽¹⁾	4,270,065	I	By Highland Capital Partners VI Limited Partnership⁽²⁾
Common Stock	05/08/2018		C		1,926,577	A	⁽¹⁾	2,340,874	I	By Highland Capital Partners VI-B Limited Partnership⁽³⁾
Common Stock	05/08/2018		C		174,059	A	⁽¹⁾	211,495	I	By Highland Entrepreneurs' Fund VI Limited Partnership⁽⁴⁾
Common Stock	05/08/2018		C		1,093,318	A	⁽¹⁾	1,093,318	I	By Highland Capital Partners VII Limited Partnership
Common Stock	05/08/2018		C		264,931	A	⁽¹⁾	264,931	I	By Highland Capital Partners VII-B Limited Partnership
Common Stock	05/08/2018		C		385,824	A	⁽¹⁾	385,824	I	By Highland Capital Partners VII-C Limited Partnership
Common Stock	05/08/2018		C		34,258	A	⁽¹⁾	34,258	I	By Highland Entrepreneurs' Fund VII Limited Partnership

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			4,794,437	⁽¹⁾	⁽¹⁾	Common Stock	2,397,218	⁽¹⁾	0	I	By Highland Capital Partners VI Limited Partnership⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			2,628,466	⁽¹⁾	⁽¹⁾	Common Stock	1,314,233	⁽¹⁾	0	I	By Highland Capital Partners VI-B Limited Partnership⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			237,472	⁽¹⁾	⁽¹⁾	Common Stock	118,736	⁽¹⁾	0	I	By Highland Entrepreneurs' Fund VI Limited Partnership⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			1,544,087	⁽¹⁾	⁽¹⁾	Common Stock	772,043	⁽¹⁾	0	I	By Highland Capital Partners VI Limited Partnership⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			846,518	⁽¹⁾	⁽¹⁾	Common Stock	423,259	⁽¹⁾	0	I	By Highland Capital Partners VI-B Limited Partnership⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			76,480	⁽¹⁾	⁽¹⁾	Common Stock	38,240	⁽¹⁾	0	I	By Highland Entrepreneurs' Fund VI Limited Partnership⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			689,800	⁽¹⁾	⁽¹⁾	Common Stock	344,900	⁽¹⁾	0	I	By Highland Capital Partners VI Limited Partnership⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			378,171	⁽¹⁾	⁽¹⁾	Common Stock	189,085	⁽¹⁾	0	I	By Highland Capital Partners VI-B Limited Partnership⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			34,166	⁽¹⁾	⁽¹⁾	Common Stock	17,083	⁽¹⁾	0	I	By Highland Entrepreneurs' Fund VI Limited Partnership⁽⁴⁾
Series E Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			1,149,874	⁽¹⁾	⁽¹⁾	Common Stock	574,937	⁽¹⁾	0	I	By Highland Capital Partners VII Limited Partnership⁽⁵⁾
Series E Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			278,637	⁽¹⁾	⁽¹⁾	Common Stock	139,318	⁽¹⁾	0	I	By Highland Capital Partners VII-B Limited Partnership⁽⁶⁾
Series E Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			405,783	⁽¹⁾	⁽¹⁾	Common Stock	202,891	⁽¹⁾	0	I	By Highland Capital Partners VII-C Limited Partnership⁽⁷⁾
Series E Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			36,031	⁽¹⁾	⁽¹⁾	Common Stock	18,015	⁽¹⁾	0	I	By Highland Entrepreneurs' Fund VII Limited Partnership⁽⁸⁾
Series F Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			1,036,762	⁽¹⁾	⁽¹⁾	Common Stock	518,381	⁽¹⁾	0	I	By Highland Capital Partners VII Limited Partnership⁽⁵⁾
Series F Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			251,227	⁽¹⁾	⁽¹⁾	Common Stock	125,613	⁽¹⁾	0	I	By Highland Capital Partners VII-B Limited Partnership⁽⁶⁾
Series F Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			365,866	⁽¹⁾	⁽¹⁾	Common Stock	182,933	⁽¹⁾	0	I	By Highland Capital Partners VII-C Limited Partnership⁽⁷⁾
Series F Convertible Preferred Stock	⁽¹⁾	05/08/2018		C			32,486	⁽¹⁾	⁽¹⁾	Common Stock	16,243	⁽¹⁾	0	I	By Highland Entrepreneurs' Fund VII Limited Partnership (8)

Explanation of Responses:

1. Each share of preferred stock automatically converted into Common Stock on a 1-for-2 basis upon the closing of the Issuer's initial public offering. The shares have no expiration date.

2. The shares are held directly by Highland Capital Partners VI Limited Partnership ("Highland Capital VI"). The general partner of Highland Capital VI is Highland Management Partners VI Limited Partnership ("HMP VI LP"). The general partner of HMP VI LP is Highland Management Partners VI, Inc. ("Highland Management"). Mr. Maeder is a managing director of Highland Management. Mr. Maeder disclaims Section 16 beneficial ownership of such securities, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed to be an admission that Mr. Maeder is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. The shares are held directly by Highland Capital Partners VI-B Limited Partnership ("Highland Capital VI-B"). The general partner of Highland Capital VI-B is HMP VI LP. Mr. Maeder disclaims Section 16 beneficial ownership of such securities, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed to be an admission that Mr. Maeder is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. The shares are held directly by Highland Entrepreneurs' Fund VI Limited Partnership ("Highland VI Entrepreneurs' Fund"). The general partner of Highland VI Entrepreneurs' Fund is HEF VI Limited Partnership ("HEF"). The general partner of HEF is Highland Management. Mr. Maeder disclaims Section 16 beneficial ownership of such securities, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed to be an admission that Mr. Maeder is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. The shares are held directly by Highland Capital Partners VII Limited Partnership ("Highland Capital VII"). The general partner of Highland Capital VII is Highland Management Partners VII Limited Partnership ("HMP VII LP"). The general partner of HMP VII LP is Highland Management Partners VII, LLC ("HMP VII LLC"). Mr. Maeder is a managing director of HMP VII LLC. Mr. Maeder disclaims Section 16 beneficial ownership of such securities, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed to be an admission that Mr. Maeder is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

6. The shares are held directly by Highland Capital Partners VII-B Limited Partnership ("Highland Capital VII-B"). The general partner of Highland Capital VII-B is HMP VII LP. Mr. Maeder disclaims Section 16 beneficial ownership of such securities, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed to be an admission that Mr. Maeder is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

7. The shares are held directly by Highland Capital Partners VII-C Limited Partnership ("Highland Capital VII-C"). The general partner of Highland Capital VII-C is HMP VII LP. Mr. Maeder disclaims Section 16 beneficial ownership of such securities, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed to be an admission that Mr. Maeder is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

8. The shares are held directly by Highland Entrepreneurs' Fund VII Limited Partnership ("Highland VII Entrepreneurs' Fund"). The general partner of Highland VII Entrepreneurs' Fund is HMP VII LP. Mr. Maeder disclaims Section 16 beneficial ownership of such securities, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed to be an admission that Mr. Maeder is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Paul Maeder	05/10/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Maeder Paul A Form 4Carbon Black / PAUL A MAEDER ownership change