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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/26/2017 | 3. Issuer Name and Ticker or Trading Symbol FORESCOUT TECHNOLOGIES, INC [ FSCT ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | I | See footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | (2) | (2) | Common Stock | 1,218,301 | (2) | I | See footnote(3) |
Series B Convertible Preferred Stock | (2) | (2) | Common Stock | 239,282 | (2) | I | See footnote(4) |
Series B Convertible Preferred Stock | (2) | (2) | Common Stock | 105,480 | (2) | I | See footnote(5) |
Series C Convertible Preferred Stock | (6) | (6) | Common Stock | 317,547 | (6) | I | See footnote(3) |
Series C Convertible Preferred Stock | (6) | (6) | Common Stock | 62,338 | (6) | I | See footnote(4) |
Series C Convertible Preferred Stock | (6) | (6) | Common Stock | 27,476 | (6) | I | See footnote(5) |
Series D Convertible Preferred Stock | (7) | (7) | Common Stock | 953,737 | (7) | I | See footnote(3) |
Series D Convertible Preferred Stock | (7) | (7) | Common Stock | 187,346 | (7) | I | See footnote(4) |
Series D Convertible Preferred Stock | (7) | (7) | Common Stock | 82,597 | (7) | I | See footnote(5) |
Series D-1 Convertible Preferred Stock | (8) | (8) | Common Stock | 183,308 | (8) | I | See footnote(3) |
Series D-1 Convertible Preferred Stock | (8) | (8) | Common Stock | 36,007 | (8) | I | See footnote(4) |
Series D-1 Convertible Preferred Stock | (8) | (8) | Common Stock | 15,875 | (8) | I | See footnote(5) |
Series E Convertible Preferred Stock | (9) | (9) | Common Stock | 777,612 | (9) | I | See footnote(3) |
Series E Convertible Preferred Stock | (9) | (9) | Common Stock | 152,742 | (9) | I | See footnote(4) |
Series E Convertible Preferred Stock | (9) | (9) | Common Stock | 67,336 | (9) | I | See footnote(5) |
Series F Convertible Preferred Stock | (10) | (10) | Common Stock | 252,756 | (10) | I | See footnote(3) |
Series F Convertible Preferred Stock | (10) | (10) | Common Stock | 49,650 | (10) | I | See footnote(4) |
Series F Convertible Preferred Stock | (10) | (10) | Common Stock | 21,890 | (10) | I | See footnote(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Shares are held directly by ACP Family Partnership L.P. Members of Arthur C. Patterson's immediate family are beneficial holders of ACP Family Partnership L.P., andthe reporting person may be deemed to exercise voting and investment power over such shares. |
2. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on an approximate 1:52.7 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
3. The shares are held of record by Accel VIII L.P. ("Accel VIII"). Arthur C. Patterson and James R. Swartz are the managing members of Accel VIII Associates LLC ("Accel Associates"), the general partner of Accel VIII, and share voting and dispositive power over the shares held by Accel VIII. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
4. The shares are held of record by Accel Internet Fund IV L.P. ("Fund IV"). Messrs. Patterson and Swartz are the managing members of Accel Associates, the general partner of Fund IV, and share voting and dispositive power over the shares held by Fund IV. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
5. The shares are held of record by Accel Investors 2000 L.L.C. ("Investors 2000"). Messrs. Patterson and Swartz are the managing members of Investors 2000 and share voting and dispositive power over the shares held by Investors 2000. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
6. The Series C Convertible Preferred Stock shall automatically convert into Common Stock on an approximate 1:52.7 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
7. The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
8. The Series D-1 Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
9. The Series E Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
10. The Series F Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
Remarks: |
/s/ Tracy L. Sedlock, as attorney in fact | 10/26/2017 | |
/s/ Tracy L. Sedlock, as attorney in fact for Accel VIII Associates LLC, the General Partner of Accel VIII L.P. | 10/26/2017 | |
/s/ Tracy L. Sedlock, as attorney in fact for Accel VIII Associates LLC, the General Partner of Accel Internet Fund IV L.P. | 10/26/2017 | |
/s/ Tracy L. Sedlock, as attorney in fact for Accel Investors 2000 L.L.C. | 10/26/2017 | |
/s/ Tracy L. Sedlock, as attorney in fact for Arthur C. Patterson | 10/26/2017 | |
/s/ Tracy L. Sedlock, as attorney in fact for James R. Swartz | 10/26/2017 | |
** 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. |