Forescout (FSCT) Form 3 FORESCOUT / Keith A. Meister 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^*

Corvex Management LP

(Last) (First) (Middle)

667 MADISON AVENUE

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2019

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

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

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

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	3,344,133	I	See Footnotes(1)(2)(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

1. Name and Address of Reporting Person^*

Corvex Management LP

(Last) (First) (Middle)

667 MADISON AVENUE

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Meister Keith A.

(Last) (First) (Middle)

667 MADISON AVENUE

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

Explanation of Responses:

1. Shares of common stock (the "Shares") of Forescout Technologies, Inc. (the "Issuer") held for the accounts of certain private investment funds for which Corvex Management LP ("Corvex") acts as investment adviser, including Corvex Master Fund LP and Corvex Select Equity Master Fund LP (collectively, the "Corvex Funds"). The general partner of Corvex is controlled by Keith Meister.

2. For purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of Corvex and Mr. Meister disclaims beneficial ownership of the securities of the Issuer held directly by the Corvex Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Corvex or Mr. Meister is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

3. Corvex and Mr. Meister may be deemed to be members of a "group" for purposes of Section 13(d)(3) of the Exchange Act with Jericho Capital Asset Management L.P. and certain of its affiliates (the "Jericho Persons"). None of Corvex, the Corvex Funds or Mr. Meister has any pecuniary interest in any Shares beneficially owned by any of the Jericho Persons and each of Corvex, the Corvex Funds and Mr. Meister disclaims beneficial ownership of such Shares. The Jericho Persons are separately filing a Form 3. The filing of this Form 3 is being made as the collective beneficial ownership of Shares held by Corvex and Mr. Meister and the Jericho Persons (based upon the information contained in the Schedule 13D filed by the Jericho Persons) exceeds 10 percent of the outstanding Shares, and the filing of this Form 3 shall not be considered an admission that Corvex and Mr. Meister are members of a "group" with the Jericho Persons.

	CORVEX MANAGEMENT LP, /s/ Keith A. Meister, Managing Partner	10/28/2019
	/s/ Keith A. Meister	10/28/2019
	** Signature of Reporting Person	Date
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