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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Fastly, Inc. [ FSLY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/15/2020 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/15/2020 | C(1) | 4,000 | A | $0(1) | 182,490 | D | |||
| Class A Common Stock | 10/15/2020 | S(2) | 300 | D | $86.28(3) | 182,190 | D | |||
| Class A Common Stock | 10/15/2020 | S(2) | 900 | D | $89.34(4) | 181,290 | D | |||
| Class A Common Stock | 10/15/2020 | S(2) | 1,100 | D | $90.07(5) | 180,190 | D | |||
| Class A Common Stock | 10/15/2020 | S(2) | 500 | D | $91.03(6) | 179,690 | D | |||
| Class A Common Stock | 10/15/2020 | S(2) | 400 | D | $92(7) | 179,290 | D | |||
| Class A Common Stock | 10/15/2020 | S(2) | 600 | D | $93.27(8) | 178,690 | D | |||
| Class A Common Stock | 10/15/2020 | S(2) | 200 | D | $94.84(9) | 178,490 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (Right to Buy) | $2.36 | 10/15/2020 | M | 4,000 | (10) | 07/11/2026 | Class B Common Stock | 4,000 | $0 | 670,248 | D | ||||
| Class B Common Stock | $2.36 | 10/15/2020 | M | 4,000 | (11) | (11) | Class A Common Stock | 4,000 | $0 | 4,000 | D | ||||
| Class B Common Stock | (11) | 10/15/2020 | C(1) | 4,000 | (11) | (11) | Class A Common Stock | 4,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each share of Class B Common Stock converted into Class A Common Stock upon the election of the reporting person. |
| 2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.93 to $86.88, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (9) to this Form 4. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.68 to $89.66, inclusive. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.74 to $90.57, inclusive. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.77 to $91.42, inclusive. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.79 to $92.32, inclusive. |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.11 to $93.41, inclusive. |
| 9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.39 to $95.28, inclusive. |
| 10. The stock option vested and became exercisable as to 25% of the shares subject to the option on May 16, 2017, and thereafter vested as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the reporting person on each vesting date. |
| 11. Each share of Class B Common Stock will convert automatically into Class A Common Stock upon (a) the death of the reporting person, or (b) any transfer except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. All outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earliest of (i) the first trading day falling nine months after the date on which the shares of Class B Common Stock represent less than 10% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock, (ii) the date specified by the vote of the holders of Class B Common Stock representing at least a majority of the outstanding shares of Class B Common Stock, or (iii) the first trading day falling ten years after the Effective Time as defined in the Issuer's amended and restated certificate of incorporation. |
| Remarks: |
| /s/ Seth Gottlieb, Attorney-in-Fact | 10/19/2020 | |
| ** 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). | ||
| 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. | ||