Forescout Form 4 Change in insider ownership

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^*

Amadeus Capital Partners LTD

(Last)

(First)

(Middle)

C/O AMADEUS CAPITAL, SUITE 1, 2ND FLOOR

2 QUAYSIDE

(Street)

CAMBRIDGE

CB5 8AB

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FORESCOUT TECHNOLOGIES, INC [ FSCT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2018

4. 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 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	09/12/2018		S		82,263	D	$37.198⁽¹⁾	1,700,845	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	09/13/2018		S		13,245	D	$37.404⁽²⁾	1,687,600	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	09/13/2018		S		38,122	D	$38.762⁽³⁾	1,649,478	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	09/12/2018		S		54,842	D	$37.198⁽¹⁾	1,133,895	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	09/13/2018		S		8,829	D	$37.404⁽²⁾	1,125,066	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	09/13/2018		S		25,416	D	$38.762⁽³⁾	1,099,650	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	09/12/2018		S		38,389	D	$37.198⁽¹⁾	793,718	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾
Common Stock	09/13/2018		S		6,178	D	$37.404⁽²⁾	787,540	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾
Common Stock	09/13/2018		S		17,793	D	$38.762⁽³⁾	769,747	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾
Common Stock	09/12/2018		S		1,827	D	$37.198⁽¹⁾	37,783	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾
Common Stock	09/13/2018		S		300	D	$37.404⁽²⁾	37,483	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾
Common Stock	09/13/2018		S		841	D	$38.762⁽³⁾	36,642	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾
Common Stock	09/12/2018		S		5,483	D	$37.198⁽¹⁾	113,361	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹¹⁾
Common Stock	09/13/2018		S		887	D	$37.404⁽²⁾	112,474	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹¹⁾
Common Stock	09/13/2018		S		2,537	D	$38.762⁽³⁾	109,937	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹¹⁾
Common Stock	09/12/2018		S		22,349	D	$37.198⁽¹⁾	462,077	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹²⁾
Common Stock	09/13/2018		S		3,598	D	$37.404⁽²⁾	458,479	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹²⁾
Common Stock	09/13/2018		S		10,357	D	$38.762⁽³⁾	448,122	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹²⁾
Common Stock	09/12/2018		S		25,423	D	$37.198⁽¹⁾	0	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹³⁾
Common Stock	09/12/2018		S		25,322	D	$37.198⁽¹⁾	523,547	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁴⁾
Common Stock	09/13/2018		S		4,077	D	$37.404⁽²⁾	519,470	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁴⁾
Common Stock	09/13/2018		S		11,734	D	$38.762⁽³⁾	507,736	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁴⁾

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)

1. Name and Address of Reporting Person^*

Amadeus Capital Partners LTD

(Last)

(First)

(Middle)

C/O AMADEUS CAPITAL, SUITE 1, 2ND FLOOR

2 QUAYSIDE

(Street)

CAMBRIDGE

CB5 8AB

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Amadeus General Partner Ltd

(Last)

(First)

(Middle)

C/O AMADEUS CAPITAL, 50 LOTHIAN ROAD

FESTIVAL SQUARE

(Street)

EDINBURGH

EH3 9WJ

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Amadeus Capital GP LLP

(Last)

(First)

(Middle)

C/O AMADEUS CAPITAL, SUITE 1, 2ND FLOOR

2 QUAYSIDE

(Street)

CAMBRIDGE

CB5 8AB

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Amadeus II General Partner LP

(Last)

(First)

(Middle)

C/O AMADEUS CAPITAL, 50 LOTHIAN ROAD

FESTIVAL SQUARE

(Street)

EDINBURGH

EH3 9WJ

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Amadeus IV Velocity GP LP

(Last)

(First)

(Middle)

C/O AMADEUS CAPITAL, 50 LOTHIAN ROAD

FESTIVAL SQUARE

(Street)

EDINBURGH

EH3 9WJ

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Amadeus EI General Partner LP

(Last)

(First)

(Middle)

C/O AMADEUS CAPITAL, 50 LOTHIAN ROAD

FESTIVAL SQUARE

(Street)

EDINBURGH

EH3 9WJ

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Amadeus EII General Partner LP

(Last)

(First)

(Middle)

C/O AMADEUS CAPITAL, 50 LOTHIAN ROAD

FESTIVAL SQUARE

(Street)

EDINBURGH

(City)

(State)

(Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.19 to $37.31, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.25 to $38.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.75 to $39.09, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4.

4. The reported shares are held of record by Amadeus II 'A' ("Amadeus A"). Amadeus II General Partner LP ("Amadeus II GP") is the general partner of Amadeus A.

5. Amadeus General Partner LTD ("Amadeus GP LTD") and Amadeus Capital GP LLP ("Amadeus Capital GP" and, together with Amadeus GP LTD, the "Intermediate General Partners") are the general partners of each of the Direct General Partners (as defined in footnote 14 below). Amadeus Capital Partners Limited ("Amadeus Limited") is the manager of each of the Amadeus Funds (as defined in footnote 14 below) and the Direct General Partners and has sole voting and dispositive power with respect to the shares held by the Amadeus Funds. The directors of Amadeus Limited (the "Amadeus Directors") have delegated their voting and dispositive power with respect to the shares held by each of the Amadeus Funds to a committee comprised of more than three members (the "Amadeus Committee").

6. Each of the members of the Amadeus Committee share voting and dispositive power with respect to the shares held by the Amadeus Funds. Each of Amadeus Limited, the Direct General Partners, the Intermediate General Partners, the Amadeus Directors and members of the Amadeus Committee disclaim beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

7. All of the shares of the Issuer held by the Amadeus Funds are subject to a voting agreement (as described in the Issuer's Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission (File No. 333-220767)) pursuant to which the Issuer's Chief Executive Officer holds an irrevocable proxy with, under certain circumstances, voting control over such shares.

8. The reported shares are held of record by Amadeus II 'B' ("Amadeus B"). Amadeus II GP is the general partner of Amadeus B.

9. The reported shares are held of record by Amadeus II 'C' ("Amadeus C"). Amadeus II GP is the general partner of Amadeus C.

10. The reported shares are held of record by Amadeus II 'D' GmbH & Co KG ("Amadeus GmbH"). Amadeus II GP is the general partner of Amadeus GmbH.

11. The reported shares are held of record by Amadeus II Affiliates Fund L.P. ("Affiliates Fund"). Amadeus II GP is the general partner of Affiliates Fund.

12. The reported shares are held of record by Amadeus IV Velocity Fund L.P. ("Velocity Fund"). Amadeus IV Velocity GP LP ("Amadeus Velocity GP") is the general partner of Velocity Fund.

13. The reported shares are held of record by Amadeus EI L.P. ("Amadeus EI"). Amadeus EI General Partner LP ("Amadeus EI GP") is the general partner of Amadeus EI.

14. The reported shares are held of record by Amadeus EII L.P. ("Amadeus EII" and, together with each of Amadeus A, Amadeus B, Amadeus C, Amadeus GmbH, Affiliates Fund, Velocity Fund and Amadeus EI, the "Amadeus Funds"). Amadeus EII General Partner LP ("Amadeus EII GP" and together with each of Amadeus II GP, Amadeus Velocity GP and Amadeus EI GP, the "Direct General Partners") is the general partner of Amadeus EII.

Remarks:

This report on Form 4 is the first of two reports relating to the same transactions and is filed to enable all joint filers to gain access to the EDGAR filing system.

	/s/ Anne Glover, Director of Amadeus Capital Partners LTD	09/14/2018
	/s/ Anne Glover, Director of Amadeus General Partner Limited	09/14/2018
	/s/ Anne Glover, Director of Amadeus General Partners Limited and Amadeus Capital Partners Limited, Members of Amadeus Capital GP LLP	09/14/2018
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II General Partner LP	09/14/2018
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus IV Velocity GP LP	09/14/2018
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus EI General Partner LP	09/14/2018
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus EII General Partner LP	09/14/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Forescout (FSCT) Form 4Change in insider ownership