Maria Cirino Form 3 Carbon Black / MARIA CIRINO 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^*

CIRINO MARIA

(Last)

(First)

(Middle)

C/O POINT 406 VENTURES

470 ATLANTIC AVENUE, 12TH FLOOR

(Street)

BOSTON

02210

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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	25,000	D
Common Stock	415,128	I	By Point 406 Ventures I, L.P.⁽¹⁾
Common Stock	1,839	I	By Point 406 Ventures I-A, L.P.⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,497,254	⁽⁵⁾	I	By Point 406 Ventures I, L.P.⁽¹⁾
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	7,290	⁽⁵⁾	I	By Point 406 Ventures I-A, L.P.⁽²⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	482,203	⁽⁵⁾	I	By Point 406 Ventures I, L.P.⁽¹⁾
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	2,347	⁽⁵⁾	I	By Point 406 Ventures I-A, L.P.⁽²⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	207,118	⁽⁵⁾	I	By Point 406 Ventures I, L.P.⁽¹⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,008	⁽⁵⁾	I	By Point 406 Ventures I-A, L.P.⁽²⁾
Series E Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	248,238	⁽⁵⁾	I	By Point 406 Ventures I, L.P.⁽¹⁾
Series E Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,208	⁽⁵⁾	I	By Point 406 Ventures I-A, L.P.⁽²⁾
Series E Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	939,526	⁽⁵⁾	I	By 1941 Co-Invest, LLC⁽³⁾
Series F Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	150,892	⁽⁵⁾	I	By Point 406 Ventures I, L.P.⁽¹⁾
Series F Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	734	⁽⁵⁾	I	By Point 406 Ventures I-A, L.P.⁽²⁾
Series F Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	480,750	⁽⁵⁾	I	By B941, LLC⁽⁴⁾

Explanation of Responses:

1. The shares are held directly by Point 406 Ventures I, L.P. ("Point 406 Ventures I"). The general partner of Point 406 Ventures I is .406 Ventures I GP, L.P. (".406 Ventures I GP"). The general partner of .406 Ventures I GP is 406 Ventures I GP, LLC. Ms. Cirino is a Managing Partner of .406 Ventures I GP, LLC and disclaims Section 16 beneficial ownership of all shares except to the extent of her pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Ms. Cirino is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. The shares are held directly by Point 406 Ventures I-A, L.P. ("Point 406 Ventures I-A"). The general partner of Point 406 Ventures I-A is .406 Ventures I GP. Ms. Cirino disclaims beneficial ownership of all shares except to the extent of her pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Ms. Cirino is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. The shares are held directly by 1941 Co-Invest, LLC. ("1941 Co-Invest"). The general partner of 1941 Co-Invest is .406 Ventures I GP. Ms. Cirino disclaims beneficial ownership of all shares except to the extent of her pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Ms. Cirino is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. The shares are held directly by B941, LLC ("B941"). The general partner of B941 is 406 Ventures I GP. Ms. Cirino disclaims beneficial ownership of all shares except to the extent of her pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Ms. Cirino is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. The preferred stock is convertible 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Eric Pyenson, Attorney-In-Fact	05/03/2018
	** 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 5 (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.

Maria Cirino Form 3Carbon Black / MARIA CIRINO ownership change