SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )
MOBILEIRON, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
60739U204
(CUSIP Number)
12/31/14
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
(Continued on following pages)
Page 1 of 15 Pages
| 13 G | ||||
| CUSIP No. 60739U204 | Page 2 of 15 Pages | |||
| 1 | Name of reporting person
SEQUOIA CAPITAL XII, L.P. (“SC XII”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-5005647 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
8,631,524 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
8,631,524 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
8,631,524 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
11.4% | |||||
| 12 | Type of reporting person
PN | |||||
| 13 G | ||||
| CUSIP No. 60739U204 | Page 3 of 15 Pages | |||
| 1 | Name of reporting person
SEQUOIA TECHNOLOGY PARTNERS XII, L.P. (“STP XII”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-5565282 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
322,978 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
322,978 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
322,978 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
0.4% | |||||
| 12 | Type of reporting person
PN | |||||
| 13 G | ||||
| CUSIP No. 60739U204 | Page 4 of 15 Pages | |||
| 1 | Name of reporting person
SEQUOIA CAPITAL XII PRINCIPALS FUND LLC (“SC XII PF”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-8738686 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
922,510 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
922,510 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
922,510 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
1.2% | |||||
| 12 | Type of reporting person
OO | |||||
| 13 G | ||||
| CUSIP No. 60739U204 | Page 5 of 15 Pages | |||
| 1 | Name of reporting person
SC XII MANAGEMENT, LLC (“SC XII LLC”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-5005544 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
9,877,012 shares of which 8,631,524 shares are directly held by SC XII, 322,978 shares are directly held by STP XII and 922,510 shares are directly held by SC XII PF. SC XII LLC is the General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared voting power
9,877,012 shares of which 8,631,524 shares are directly held by SC XII, 322,978 shares are directly held by STP XII and 922,510 shares are directly held by SC XII PF. SC XII LLC is the General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF. | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
9,877,012 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
13.0% | |||||
| 12 | Type of reporting person
OO | |||||
| 13 G | ||||
| CUSIP No. 60739U204 | Page 6 of 15 Pages | |||
| 1 | Name of reporting person
SEQUOIA CAPITAL U.S. GROWTH FUND IV, L.P. (“SCGF IV”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0589567 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
761,104 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
761,104 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
761,104 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
1.0% | |||||
| 12 | Type of reporting person
PN | |||||
| 13 G | ||||
| CUSIP No. 60739U204 | Page 7 of 15 Pages | |||
| 1 | Name of reporting person
SEQUOIA CAPITAL USGF PRINCIPALS FUND IV, L.P. (“SCGF IV PF”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0619227 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
33,531 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
33,531 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
33,531 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
Less than 0.1% | |||||
| 12 | Type of reporting person
PN | |||||
| 13 G | ||||
| CUSIP No. 60739U204 | Page 8 of 15 Pages | |||
| 1 | Name of reporting person
SCGF IV MANAGEMENT, L.P. (“SCGF IV MGMT”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0589559 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
794,634 shares of which 761,104 shares are directly held by SCGF IV and 33,531 shares are directly held by SCGF IV PF. SCGF IV MGMT is the General Partner of each of SCGF IV and SCGF IV PF. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
794,634 shares of which 761,104 shares are directly held by SCGF IV and 33,531 shares are directly held by SCGF IV PF. SCGF IV MGMT is the General Partner of each of SCGF IV and SCGF IV PF. | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
794,635 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
1.0% | |||||
| 12 | Type of reporting person
PN | |||||
| 13 G | ||||
| CUSIP No. 60739U204 | Page 9 of 15 Pages | |||
| 1 | Name of reporting person
SC US (TTGP), LTD. (“US TTGP”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-1162638 | |||||
| 2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
0 | ||||
| 6 | Shared voting power
794,635 shares of which 761,104 shares are directly held by SCGF IV and 33,531 shares are directly held by SCGF IV PF. US TTGP is the General Partner of SCGF IV MGMT. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
794,635 shares of which 761,104 shares are directly held by SCGF IV and 33,531 shares are directly held by SCGF IV PF. US TTGP is the General Partner of SCGF IV MGMT. | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
794,635 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11 | Percent of class represented by amount in Row 9
1.0% | |||||
| 12 | Type of reporting person
OO | |||||
| 13 G | ||||
| CUSIP No. 60739U204 | Page 10 of 15 Pages | |||
| ITEM 1. |
| (a) | Name of Issuer: | MobileIron,Inc. | ||||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||||||
| 415 East Middlefield Road | ||||||||
| Mountain View, CA 94043 | ||||||||
| ITEM 2. |
| (a) | Name of Persons Filing: |
Sequoia Capital XII, L.P.
Sequoia Technology Partners XII, L.P.
Sequoia Capital XII Principals Fund, LLC
SC XII Management, LLC
Sequoia Capital U.S. Growth Fund IV, L.P.
Sequoia Capital USGF Principals Fund IV, L.P.
SCGF IV Management, L.P.
SC US (TTGP), Ltd.
SC XII LLC is the General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF. SCGF IV MGMT is the General Partner of each of SCGF IV and SCGF IV PF. US TTGP is the General Partner of SCGF IV MGMT.
| (b) | Address of Principal Business Office or, if none, Residence: |
3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
Citizenship:
SC XII LLC, SC XII, STP XII, SC XII PF: Delaware
SCGF IV MGMT, SCGF IV, SCGF IV PF, US TTGP: Cayman Islands
| (c) | Title of Class of Securities: Common Stock |
| (d) | CUSIP Number: 60739U204 |
| ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
| ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| 13 G | ||||
| CUSIP No. 60739U204 | Page 11 of 15 Pages | |||
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
| 13 G | ||||
| CUSIP No. 60739U204 | Page 12 of 15 Pages | |||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2015
| Sequoia Capital XII, L.P. | ||||
| Sequoia Technology Partners XII, L.P. | ||||
| By: | SC XII Management, LLC | |||
| General Partner of each | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital XII Principals Fund, LLC | ||||
| By: | SC XII Management, LLC | |||
| its Managing Member | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SC XII Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital U.S. Growth Fund IV, L.P. | ||||
| Sequoia Capital USGF Principals Fund IV, L.P. | ||||
| By: | SCGF IV Management, L.P. | |||
| General Partner of each | ||||
| By: | SC US (TTGP), Ltd. | |||
| its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SCGF IV Management, L.P. | ||||
| By: | SC US (TTGP), Ltd. | |||
| its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| 13 G | ||||
| CUSIP No. 60739U204 | Page 13 of 15 Pages | |||
| SC US (TTGP), Ltd. | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| 13 G | ||||
| CUSIP No. 60739U204 | Page 14 of 15 Pages | |||
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the common stock of MobileIron, Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 10, 2015
| Sequoia Capital XII, L.P. | ||||
| Sequoia Technology Partners XII, L.P. | ||||
| By: | SC XII Management, LLC | |||
| General Partner of each | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital XII Principals Fund, LLC | ||||
| By: | SC XII Management, LLC | |||
| its Managing Member | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SC XII Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital U.S. Growth Fund IV, L.P. | ||||
| Sequoia Capital USGF Principals Fund IV, L.P. | ||||
| By: | SCGF IV Management, L.P. | |||
| General Partner of each | ||||
| By: | SC US (TTGP), Ltd. | |||
| its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| 13 G | ||||
| CUSIP No. 60739U204 | Page 15 of 15 Pages | |||
| SCGF IV Management, L.P. | ||||
| By: | SC US (TTGP), Ltd. | |||
| its General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
| SC US (TTGP), Ltd. | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Director | ||||
