Forescout (FSCT) Form 4 FORESCOUT / RANZETTA THERESIA GOUW 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^*

GOUW RANZETTA THERESIA

(Last) (First) (Middle)

C/O FORESCOUT TECHNOLOGIES, INC.

190 WEST TASMAN DRIVE

(Street)

SAN JOSE CA 95134

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2018

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/18/2018		J(1)		11,983	A	$0.00(1)	11,983	I	See footnote(2)
Common Stock	06/19/2018		J(3)		2,234	A	$0.00(3)	14,217	I	See footnote(2)
Common Stock								575,856	I	See footnote(4)
Common Stock								117,027	I	See footnote(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Transactions reported on this form represent pro rata distributions, and not a purchase or sale of securities, from Accel VIII Associates L.L.C. and Accel Investors 2000 L.L.C. to their respective general and limited partners or members without consideration. Distribution transactions were executed pursuant to a plan established in compliance with the requirements of Rule 10b5-1.

2. The shares are held of record by SGLG 2012 Living Trust dated 12/11/12, for which the Reporting Person serves as trustee.

3. Transactions reported on this form represent pro rata distributions, and not a purchase or sale of securities, from Meritech Capital Partners II L.P. and Meritech Capital Affiliates II L.P. to their respective general and limited partners or members without consideration.

4. The reported shares are held of record by Aspect Ventures, L.P. ("Aspect Ventures"). As a managing partner of Aspect Ventures Management, LLC ("Aspect Management"), the general partner of Aspect Ventures, the reporting person shares voting and dispositive power with respect to the shares held by Aspect Ventures. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.

5. The reported shares are held of record by Aspect Ventures 1-A, L.P. ("Aspect 1-A"). As a managing partner of Aspect Management, the general partner of Aspect 1-A, the reporting person shares voting and dispositive power with respect to the shares held by Aspect 1-A. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.

Remarks:

	/s/ Russell J. Wood, by power of attorney	06/20/2018
	** 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).
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