Atlas Venture Fund Vi Form 3 Carbon Black / Venture Fund VI GmbH & Co KG Atlas ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Atlas Venture Associates VI, Inc.

(Last) (First) (Middle)

C/O ACCOMPLICE

25 FIRST STREET, SUITE 303

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2018

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,216,453	I	By Atlas Venture Fund VI, L.P.(1)
Common Stock	37,199	I	By Atlas Venture Entrepreneurs' Fund VI, L.P.(2)
Common Stock	22,273	I	By Atlas Venture Fund VI GmbH & Co. KG(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(4)	(4)	Common Stock	3,699,380	(4)	I	By Atlas Venture Fund VI, L.P.(1)
Series B Convertible Preferred Stock	(4)	(4)	Common Stock	113,129	(4)	I	By Atlas Venture Entrepreneurs' Fund VI, L.P.(2)
Series B Convertible Preferred Stock	(4)	(4)	Common Stock	67,737	(4)	I	By Atlas Venture Fund VI GmbH & Co. KG(3)
Series C Convertible Preferred Stock	(4)	(4)	Common Stock	2,272,375	(4)	I	By Atlas Venture Fund VI, L.P.(1)
Series C Convertible Preferred Stock	(4)	(4)	Common Stock	69,490	(4)	I	By Atlas Venture Entrepreneurs' Fund VI, L.P.(2)
Series C Convertible Preferred Stock	(4)	(4)	Common Stock	41,608	(4)	I	By Atlas Venture Fund VI GmbH & Co. KG(3)
Series D Convertible Preferred Stock	(4)	(4)	Common Stock	631,632	(4)	I	By Atlas Venture Fund VI, L.P.(1)
Series D Convertible Preferred Stock	(4)	(4)	Common Stock	19,315	(4)	I	By Atlas Venture Entrepreneurs' Fund VI, L.P.(2)
Series D Convertible Preferred Stock	(4)	(4)	Common Stock	11,565	(4)	I	By Atlas Venture Fund VI GmbH & Co. KG(3)
Series E Convertible Preferred Stock	(4)	(4)	Common Stock	1,545,391	(4)	I	By Atlas Venture Fund VI, L.P.(1)
Series E Convertible Preferred Stock	(4)	(4)	Common Stock	47,259	(4)	I	By Atlas Venture Entrepreneurs' Fund VI, L.P.(2)
Series E Convertible Preferred Stock	(4)	(4)	Common Stock	28,297	(4)	I	By Atlas Venture Fund VI GmbH & Co. KG(3)

1. Name and Address of Reporting Person^*

Atlas Venture Associates VI, Inc.

(Last) (First) (Middle)

C/O ACCOMPLICE

25 FIRST STREET, SUITE 303

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ATLAS VENTURE ENTREPRENEURS FUND VI LP

(Last) (First) (Middle)

C/O ACCOMPLICE

25 FIRST STREET, SUITE 303

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Fund VI GmbH & Co KG

(Last) (First) (Middle)

C/O ACCOMPLICE

25 FIRST STREET, SUITE 303

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates VI, L.P.

(Last) (First) (Middle)

C/O ACCOMPLICE

25 FIRST STREET, SUITE 303

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ATLAS VENTURE FUND VI LP

(Last) (First) (Middle)

C/O ACCOMPLICE

25 FIRST STREET, SUITE 303

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

Explanation of Responses:

1. The shares are held directly by Atlas Venture Fund VI, L.P. ("AVF VI"). Atlas Venture Associates VI, L.P. ("AVA VI LP") is the sole general partner of AVF VI. Atlas Venture Associates VI, Inc. ("AVA VI Inc.") is the sole general partner of AVA VI LP. Each of AVA VI LP and AVA VI Inc. disclaims Section 16 beneficial ownership of all shares except to the extent of its pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.

2. The shares are held directly by Atlas Venture Entrepreneurs' Fund VI, L.P. ("AVEF VI"). AVA VI LP is the sole general partner of AVEF VI. AVA VI Inc. is the sole general partner of AVA VI LP. Each of AVA VI LP and AVA VI Inc. disclaims Section 16 beneficial ownership of all shares except to the extent of its pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.

3. The shares are held directly by Atlas Venture Fund VI GmbH & Co. KG ("AVFG VI"). AVA VI LP is the managing partner of AVFG VI. AVA VI Inc. is the sole general partner of AVA VI LP. Each of AVA VI LP and AVA VI Inc. disclaims Section 16 beneficial ownership of all shares except to the extent of its pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.

4. Each share of preferred stock is convertible into common stock on a 1-for-2 basis and has no expiration date. Upon the closing of the Issuer's initial public offering, all shares of preferred stock will automatically be converted into shares of Common Stock of the Issuer.

	/s/ Frank Castellucci, Secretary of Atlas Venture Associates VI, Inc.	05/03/2018
	/s/ Frank Castellucci, Secretary of Atlas Venture Associates VI, Inc., the general partner of Atlas Venture Associates VI, L.P.	05/03/2018
	/s/ Frank Castellucci, Secretary of Atlas Venture Associates VI, Inc., the general partner of Atlas Venture Associates VI, L.P., the general partner of Atlas Venture Entrepreneurs' Fund VI, L.P.	05/03/2018
	/s/ Frank Castellucci, Secretary of Atlas Venture Associates VI, Inc., the general partner of Atlas Venture Associates VI, L.P., the managing limited partner of Atlas Venture Fund VI GmbH & Co. KG	05/03/2018
	/s/ Frank Castellucci, Secretary of Atlas Venture Associates VI, Inc., the general partner of Atlas Venture Associates VI, L.P., the general partner of Atlas Venture Fund VI, L.P.	05/03/2018
	** Signature of Reporting Person	Date
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