Item 1(a). | Name of Issuer: |
MuleSoft, Inc. (the "Issuer").
Item 1(b). | Address of Issuer's Principal Executive Offices: |
77 Geary Street, Suite 400, San Francisco, CA 94108.
Item 2(a). | Names of Persons Filing: |
This statement is being filed by:
(a) New Enterprise Associates 14, L.P. ("NEA 14"); New Enterprise Associates 15, L.P. ("NEA 15") and NEA 15 Opportunity Fund, L.P. ("NEA 15-OF" and, collectively with NEA 14 and NEA 15, the "Funds");
(b) NEA Partners 14, L.P. ("NEA Partners 14"), which is the sole general partner of NEA 14; NEA Partners 15, L.P. ("NEA Partners 15"), which is the sole general partner of NEA 15; NEA Partners 15-OF, L.P. ("NEA Partners 15-OF" and, collectively with NEA Partners 14 and NEA Partners 15, the "GPLPs"), which is the sole general partner of NEA 15-OF; NEA 14 GP, LTD ("NEA 14 GP"), which is the sole general partner of NEA Partners 14; and NEA 15 GP, LLC ("NEA 15 GP" and, collectively with the GPLPs and NEA 14 GP, the "Control Entities"), which is the sole general partner of NEA Partners 15 and NEA Partners 15-OF;
(c) M. James Barrett ("Barrett"), Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Anthony A. Florence, Jr. ("Florence"), Patrick J. Kerins ("Kerins"), Joshua Makower ("Makower"), David M. Mott ("Mott"), Jon M. Sakoda ("Sakoda"), Scott D. Sandell ("Sandell"), Peter W. Sonsini ("Sonsini") and Ravi Viswanathan ("Viswanathan") (together, the "Managers").
Barris, Baskett, Florence, Mott, Sandell, Sonsini and Viswanathan (the "Dual Managers") are directors of NEA 14 GP and NEA 15 GP. Barrett and Kerins are directors of NEA 14 GP. Makower and Sakoda are managers of NEA 15 GP.
The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of the Funds and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barrett, Barris, Kerins and Mott is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Makower, Sakoda, Sandell, Sonsini and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10001.
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Each of NEA 14 and NEA Partners 14 is a Cayman Islands exempted limited partnership. NEA 14 GP is a Cayman Islands exempted company. Each of NEA 15, NEA 15-OF, NEA Partners 15 and NEA Partners 15-OF is a Delaware limited partnership. NEA 15 GP is a Delaware limited liability company. Each of the Managers is a United States citizen.
Item 2(d). | Title of Class of Securities: |
Class A Common Stock, $.000025 par value ("Common Stock").
625207105
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
(a) | Amount Beneficially Owned: |
NEA 14, NEA 15 and NEA 15-OF are the record owners of Class B common stock ("Class B Common Stock") as described below. As described in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 2, 2017 (the "10-Q"), holders of Class B Common Stock are entitled to ten votes per share while holders of the Common Stock are entitled to one vote per share. In addition, holders of Class B Common Stock and holders of Common Stock generally vote together as a single class. This single class would consist of 129,961,916 shares, which includes (i) 74,905,453 shares of Common Stock (the "10-Q Shares") and (ii) 55,056,463 shares of Class B Common Stock reported by the Issuer to be outstanding as of October 31, 2017 on the 10-Q. As further described in the 10-Q, each share of Class B Common Stock is convertible by the holder at any time into one share of Common Stock and each such share will convert automatically into Common Stock upon the occurrence of certain other events.
NEA 14 is the record owner of 12,679,970 shares of Class B Common Stock as of December 31, 2017 (the "NEA 14 Class B Shares"). As each NEA 14 Class B Share is convertible by the holder at any time into one share of Common Stock, as described above, NEA 14 may therefore be deemed to own beneficially 12,679,970 shares of Common Stock (the "NEA 14 Common Shares"). As the sole general partner of NEA 14, NEA Partners 14 may be deemed to own beneficially the NEA 14 Common Shares. As the sole general partner of NEA Partners 14, NEA 14 GP likewise may be deemed to own beneficially the NEA 14 Common Shares. As the individual directors of NEA 14 GP, each of the Dual Managers, Barrett and Kerins also may be deemed to own beneficially the NEA 14 Common Shares.
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NEA 15 is the record owner of 2,576,939 shares of Class B Common Stock as of December 31, 2017 (the "NEA 15 Class B Shares"). As each NEA 15 Class B Share is convertible by the holder at any time into one share of Common Stock, as described above, NEA 15 may therefore be deemed to own beneficially 2,576,939 shares of Common Stock (the "NEA 15 Common Shares"). As the sole general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the NEA 15 Common Shares. As the sole general partner of NEA Partners 15, NEA 15 GP likewise may be deemed to own beneficially the NEA 15 Common Shares. As the individual managers of NEA 15 GP, each of the Dual Managers, Makower and Sakoda also may be deemed to own beneficially the NEA 15 Common Shares.
NEA 15-OF is the record owner of 858,978 shares of Class B Common Stock as of December 31, 2017 (the "NEA 15-OF Class B Shares"). As each NEA 15-OF Class B Share is convertible by the holder at any time into one share of Common Stock, as described above, NEA 15-OF may therefore be deemed to own beneficially 858,978 shares of Common Stock (the "NEA 15-OF Common Shares" and, collectively with the NEA 14 Common Shares and the NEA 15 Common Shares, the "Firm Shares"). As the sole general partner of NEA 15-OF, NEA Partners 15-OF may be deemed to own beneficially the NEA 15-OF Common Shares. As the sole general partner of NEA Partners 15-OF, NEA 15 GP likewise may be deemed to own beneficially the NEA 15-OF Common Shares. As the individual managers of NEA 15 GP, each of the Dual Managers, Makower and Sakoda also may be deemed to own beneficially the NEA 15-OF Common Shares.
By virtue of their relationship as affiliated entities, whose controlling entities have substantially overlapping individual controlling persons, each of the Funds, the Control Entities and the Dual Managers may be deemed to share the power to direct the disposition and vote of the Firm Shares.
| (b) | Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheet for each of the Funds, Control Entities and the Dual Managers are calculated based on 91,021,340 shares, which includes (i) the 10-Q Shares and (ii) the 16,115,887 shares of Common Stock into which the Firm Shares are convertible. The percentage set forth on the cover sheet for Barrett and Kerins is calculated based on 87,585,423 shares, which includes (i) the 10-Q Shares and the (ii) 12,679,970 shares of Common Stock into which the NEA 14 Class B Shares are convertible. The percentage set forth on the cover sheet for Makower and Sakoda is calculated based on 78,341,370 shares, which includes (i) the 10-Q Shares and the (ii) 3,435,917 shares of Common Stock into which the NEA 15 Class B Shares and NEA 15-OF Class B Shares are convertible. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See Line 5 of cover sheets. |
| (ii) | shared power to vote or to direct the vote: See Line 6 of cover sheets. |
| (iii) | sole power to dispose or to direct the disposition of: See Line 7 of cover sheets. |
| (iv) | shared power to dispose or to direct the disposition of: See Line 8 of cover sheets. |
Each Reporting Person disclaims beneficial ownership of such Securities except for the shares, if any, such Reporting Person holds of record.
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Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
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. The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b).
Item 9. | Notice of Dissolution of Group. |
Not applicable.
Not applicable. This Schedule 13G is not filed pursuant to Rule 13d‑1(b) or Rule 13d–1(c).
Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13G.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
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