Lightspeed Venture Partners Viii Form 3 Tintri / Ravi Mhatre ownership change

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^*

LIGHTSPEED VENTURE PARTNERS VIII LP

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2017

3. Issuer Name and Ticker or Trading Symbol
Tintri, Inc. [ TNTR ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Preferred Stock	(1)	(1)	Common Stock	1,306,484	0.00	D(2)(3)
Series C Preferred Stock	(4)	(4)	Common Stock	580,800	0.00	D(2)(3)
Series D Preferred Stock	(5)	(5)	Common Stock	217,477	0.00	D(2)(3)
Series E-2 Preferred Stock	(6)	(6)	Common Stock	208,331(7)	0.00(6)	D(2)(3)
Series E-1 Preferred Stock	(8)	(8)	Common Stock	83,333(9)	0.00(8)	D(2)(3)
Series F-2 Preferred Stock	(10)	(10)	Common Stock	113,533(11)	0.00(10)	D(2)(3)
Stock Purchase Warrant (right to buy)	(12)	06/01/2027	Common Stock	516,137(12)	16.44	D(2)(3)

1. Name and Address of Reporting Person^*

LIGHTSPEED VENTURE PARTNERS VIII LP

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed General Partner VIII, L.P.

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed Ultimate General Partner VIII, Ltd.

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eggers Barry

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nieh Peter

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mhatre Ravi

(Last) (First) (Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. The Series B Preferred Stock is, at the option of the holder, convertible into shares of Common Stock on a 1-for-1 basis and will automatically convert into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock does not have an expiration date.

2. Shares held by Lightspeed Venture Partners VIII, L.P. ("LVP VIII").

3. Lightspeed Ultimate General Partner VIII, Ltd. ("LUGP VIII") is the sole general partner of Lightspeed General Partner VIII, L.P., which serves as the sole general partner of LVP VIII. Barry Eggers, Ravi Mhatre, Peter Y. Nieh and Christopher J. Schaepe, the directors of LUGP VIII, share voting and dispositive power with respect to the shares held of record by LVP VIII. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

4. The Series C Preferred Stock is, at the option of the holder, convertible into shares of Common Stock on a 1-for-1 basis and will automatically convert into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series C Preferred Stock does not have an expiration date.

5. The Series D Preferred Stock is, at the option of the holder, convertible into shares of Common Stock on a 1-for-1 basis and will automatically convert into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series D Preferred Stock does not have an expiration date.

6. The Series E-2 Preferred Stock is, at the option of the holder, convertible into shares of Common Stock on a 1-for-1 basis and will automatically convert into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series E-2 Preferred Stock does not have an expiration date.

7. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series E-2 Preferred Stock held by LVP VIII will convert into a total of 350,441 shares of Common Stock in connection with the Issuer's initial public offering.

8. The Series E-1 Preferred Stock is, at the option of the holder, convertible into shares of Common Stock on a 1-for-1 basis and will automatically convert into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series E-1 Preferred Stock does not have an expiration date.

9. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series E-1 Preferred Stock held by LVP VIII will convert into a total of 140,177 shares of Common Stock in connection with the Issuer's initial public offering.

10. The Series F-2 Preferred Stock is, at the option of the holder, convertible into shares of Common Stock on a 1-for-1 basis and will automatically convert into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series F-2 Preferred Stock does not have an expiration date.

11. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series F-2 Preferred Stock held by LVP VIII will convert into a total of 190,978 shares of Common Stock in connection with the Issuer's initial public offering.

12. The warrant to purchase Common Stock will become exercisable upon closing of the Issuer's initial public offering.

Remarks:

Mr. Schaepe is a director of the Issuer and files a separate report on Form 3 with respect to his beneficial ownership of Issuer securities held by LVP VIII.

	LIGHTSPEED VENTURE PARTNERS VIII, L.P., By: /s/ Christopher Schaepe, director of Lightspeed Ultimate General Partner VIII, Ltd., the sole general partner of Lightspeed General Partner VIII, L.P.,	06/29/2017
	the sole general partner of Lightspeed Venture Partners VIII, L.P.	06/29/2017
	/s/ Barry Eggers	06/29/2017
	/s/ Peter Nieh	06/29/2017
	/s/ Ravi Mhatre	06/29/2017
	** Signature of Reporting Person	Date
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