Mulesoft (MULE) Form 4 MULESOFT / Gary Little ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Little Gary

(Last) (First) (Middle)

3200 ALPINE ROAD

(Street)

PORTOLA VALLEY CA 94028

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MULESOFT, INC [ MULE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/09/2018		C		2,107,038	A	(1)	2,107,038	I	See footnote(2)
Class A Common Stock	01/09/2018		J(3)		2,107,038	D	$0.00	0	I	See footnote(2)
Class A Common Stock	01/09/2018		J(4)		32,745	A	$0.00	64,866	I	See footnote(5)
Class A Common Stock	01/10/2018		S(6)		16,372	D	$24.2078(7)	48,494	I	See footnote(5)
Class A Common Stock	01/09/2018		J(4)		3,636	A	$0.00	5,434	I	See footnote(8)
Class A Common Stock	01/10/2018		S(6)		1,818	D	$24.2078(7)	3,616	I	See footnote(8)
Class A Common Stock	01/09/2018		J(4)		3,636	A	$0.00	5,434	I	See footnote(9)
Class A Common Stock	01/10/2018		S(6)		1,818	D	$24.2078(7)	3,616	I	See footnote(9)
Class A Common Stock	01/09/2018		J(6)		3,636	A	$0.00	5,434	I	See footnote(10)
Class A Common Stock	01/10/2018		S(6)		1,818	D	$24.2078(7)	3,616	I	See footnote(10)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	01/09/2018		C			2,107,038	(1)	(1)	Class A Common Stock	2,107,038	$0.00	2,107,038	I	See footnote(2)

Explanation of Responses:

1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

2. The shares are held of record by Morgenthaler Partners VIII, L.P. ("Morgenthaler Partners"). Morgenthaler Management Partners VIII, LLC ("Morgenthaler Management") is the sole general partner of Morgenthaler Partners. As a member of Morgenthaler Management, the Reporting Person shares voting and dispositive power with respect to the shares held of record by Morgenthaler Partners. Morgenthaler Management and the Reporting Person disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.

3. Represents a pro rata, in-kind distribution by Morgenthaler Partners without additional consideration, to its partners. Morgenthaler Partners distributed an aggregate of 1,644,667 shares to its limited partners on a pro rata basis and 462,371 shares to its general partner, Morgenthaler Management. Morgenthaler Management subsequently distributed 462,371 shares on a pro rata basis for no additional consideration to its members and assignees.

4. Represents the receipt of shares of Class A Common Stock of the Issuer by virtue of the pro rata in-kind distribution by Morgenthaler Partners to Morgenthaler Management and the subsequent pro rata in-kind distribution to its members and assignees, including the trusts associated with the Reporting Person and his family members.

5. Shares are held by The Little 1995 Family Trust, for which the Reporting Person is trustee.

6. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on August 15, 2017.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.85 to $24.45, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

8. Shares are held by The Allison F. Little Exempt Trust whose trustee is an immediate family member of the Reporting Person but does not share a household with the Reporting Person and in which the Reporting Person may be deemed to have indirect pecuniary interest.

9. Shares are held by The Christine C. Little Exempt Trust whose trustee is an immediate family member of the Reporting Person but does not share a household with the Reporting Person and in which the Reporting Person may be deemed to have indirect pecuniary interest.

10. Shares are held by The Scott M. Little Exempt Trust whose trustee is an immediate family member of the Reporting Person but does not share a household with the Reporting Person and in which the Reporting Person may be deemed to have indirect pecuniary interest.

Remarks:

	/s/ Aref Wardak, by power of attorney	01/11/2018
	** 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 4 (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).
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