| 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) 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)
| 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 | 755,904 | I | By Highland Capital Partners VI Limited Partnership(1) |
| Common Stock | 414,297 | I | By Highland Capital Partners VI-B Limited Partnership(2) |
| Common Stock | 37,436 | I | By Highland Entrepreneurs' Fund VI Limited Partnership(3) |
| 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 | (8) | (8) | Common Stock | 2,397,218 | (8) | I | By Highland Capital Partners VI Limited Partnership(1) |
| Series B Convertible Preferred Stock | (8) | (8) | Common Stock | 1,314,233 | (8) | I | By Highland Capital Partners VI-B Limited Partnership(2) |
| Series B Convertible Preferred Stock | (8) | (8) | Common Stock | 118,736 | (8) | I | By Highland Entrepreneurs' Fund VI Limited Partnership(3) |
| Series C Convertible Preferred Stock | (8) | (8) | Common Stock | 772,043 | (8) | I | By Highland Capital Partners VI Limited Partnership(1) |
| Series C Convertible Preferred Stock | (8) | (8) | Common Stock | 423,259 | (8) | I | By Highland Capital Partners VI-B Limited Partnership(2) |
| Series C Convertible Preferred Stock | (8) | (8) | Common Stock | 38,240 | (8) | I | By Highland Entrepreneurs' Fund VI Limited Partnership(3) |
| Series D Convertible Preferred Stock | (8) | (8) | Common Stock | 344,900 | (8) | I | By Highland Capital Partners VI Limited Partnership(1) |
| Series D Convertible Preferred Stock | (8) | (8) | Common Stock | 189,085 | (8) | I | By Highland Capital Partners VI-B Limited Partnership(2) |
| Series D Convertible Preferred Stock | (8) | (8) | Common Stock | 17,083 | (8) | I | By Highland Entrepreneurs' Fund VI Limited Partnership(3) |
| Series E Convertible Preferred Stock | (8) | (8) | Common Stock | 574,937 | (8) | I | By Highland Capital Partners VII Limited Partnership(4) |
| Series E Convertible Preferred Stock | (8) | (8) | Common Stock | 139,318 | (8) | I | By Highland Capital Partners VII-B Limited Partnership(5) |
| Series E Convertible Preferred Stock | (8) | (8) | Common Stock | 202,891 | (8) | I | By Highland Capital Partners VII-C Limited Partnership(6) |
| Series E Convertible Preferred Stock | (8) | (8) | Common Stock | 18,015 | (8) | I | By Highland Entrepreneurs' Fund VII Limited Partnership(7) |
| Series F Convertible Preferred Stock | (8) | (8) | Common Stock | 518,381 | (8) | I | By Highland Capital Partners VII Limited Partnership(4) |
| Series F Convertible Preferred Stock | (8) | (8) | Common Stock | 125,613 | (8) | I | By Highland Capital Partners VII-B Limited Partnership(5) |
| Series F Convertible Preferred Stock | (8) | (8) | Common Stock | 182,933 | (8) | I | By Highland Capital Partners VII-C Limited Partnership(6) |
| Series F Convertible Preferred Stock | (8) | (8) | Common Stock | 16,243 | (8) | I | By Highland Entrepreneurs' Fund VII Limited Partnership(7) |
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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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. The shares are held directly by Highland Capital Partners VI Limited Partnership ("Highland Capital VI"). The general partner of Highland Capital VI is Highland Management Partners VI Limited Partnership ("HMP VI LP"). The general partner of HMP VI LP is Highland Management Partners VI, Inc. ("Highland Management"). Each of HMP VI LP and Highland Management disclaims Section 16 beneficial ownership of all shares except to the extent of their pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
| 2. The shares are held directly by Highland Capital Partners VI-B Limited Partnership ("Highland Capital VI-B"). The general partner of Highland Capital VI-B is HMP VI LP. The general partner of HMP VI LP is Highland Management. Each of HMP VI LP and Highland Management disclaims Section 16 beneficial ownership of all shares except to the extent of their pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
| 3. The shares are held directly by Highland Entrepreneurs' Fund VI Limited Partnership ("Highland VI Entrepreneurs' Fund"). The general partner of Highland VI Entrepreneurs' Fund is HEF VI Limited Partnership ("HEF"). The general partner of HEF is Highland Management. Each of HEF and Highland Management disclaims Section 16 beneficial ownership of all shares except to the extent of their pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
| 4. The shares are held directly by Highland Capital Partners VII Limited Partnership ("Highland Capital VII"). The general partner of Highland Capital VII is Highland Management Partners VII Limited Partnership ("HMP VII LP"). The general partner of HMP VII LP is Highland Management Partners VII, LLC ("HMP VII LLC"). Each of HMP VII LP and HMP VII LLC disclaims Section 16 beneficial ownership of all shares except to the extent of their pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
| 5. The shares are held directly by Highland Capital Partners VII-B Limited Partnership ("Highland Capital VII-B"). The general partner of Highland Capital VII-B is HMP VII LP. The general partner of HMP VII LP is HMP VII LLC. Each of HMP VII LP and HMP VII LLC disclaims Section 16 beneficial ownership of all shares except to the extent of their pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
| 6. The shares are held directly by Highland Capital Partners VII-C Limited Partnership ("Highland Capital VII-C"). The general partner of Highland Capital VII-C is HMP VII LP. The general partner of HMP VII LP is HMP VII LLC. Each of HMP VII LP and HMP VII LLC disclaims Section 16 beneficial ownership of all shares except to the extent of their pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
| 7. The shares are held directly by Highland Entrepreneurs' Fund VII Limited Partnership ("Highland VII Entrepreneurs' Fund"). The general partner of Highland VII Entrepreneurs' Fund is HMP VII LP. The general partner of HMP VII LP is HMP VII LLC. Each of HMP VII LP and HMP VII LLC disclaims Section 16 beneficial ownership of all shares except to the extent of his their pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. |
| 8. Each share of preferred stock is convertible into common stock 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: |
| Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, Highland Entrepreneurs' Fund VII Limited Partnership has filed a separate Form 3. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. |
| /s/ Paul Maeder, Authorized Manager of Highland Management Partners VI, Inc. | 05/03/2018 | |
| /s/ Paul Maeder, Authorized Manager of Highland Management Partners VI, Inc., the general partner of Highland Management Partners VI Limited Partnership | 05/03/2018 | |
| /s/ Paul Maeder, Authorized Manager of Highland Management Partners VI, Inc., the general partner of Highland Management Partners VI Limited Partnership, the general partner of Highland Capital Partners VI Limited Partnership | 05/03/2018 | |
| /s/ Paul Maeder, Authorized Manager of Highland Management Partners VI, Inc., the general partner of Highland Management Partners VI Limited Partnership, the general partner of Highland Capital Partners VI-B Limited Partnership | 05/03/2018 | |
| /s/ Paul Maeder, Authorized Manager of Highland Management Partners VI, Inc., the general partner of Highland Management Partners VI Limited Partnership, the general partner of Highland Entrepreneurs' Fund VI Limited Partnership | 05/03/2018 | |
| /s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC | 05/03/2018 | |
| /s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership | 05/03/2018 | |
| /s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII Limited Partnership | 05/03/2018 | |
| /s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-B Limited Partnership | 05/03/2018 | |
| /s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-C Limited Partnership | 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. | ||
