Hartenbaum Howard Form 4 Fastly / Capital Management VI, L.L.C. August 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^*

August Capital Management VI, L.L.C.

(Last) (First) (Middle)

C/O AUGUST CAPITAL

PMB #456, 600 4TH STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fastly, Inc. [ FSLY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2019

4. 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 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	11/13/2019		C		2,886,970	A	$0.00	2,886,970	I	See Footnote(1)
Class A Common Stock	11/13/2019		C		2,417,883	A	$0.00	2,417,883	I	See Footnote(2)
Class A Common Stock	11/13/2019		J(3)		2,886,970	D	$0.00	0	I	See Footnote(1)
Class A Common Stock	11/13/2019		J(4)		2,417,883	D	$0.00	0	I	See Footnote(2)
Class A Common Stock	11/13/2019		J(5)		152,023	A	$0.00	152,023	I	See Footnote(6)
Class A Common Stock	11/13/2019		S		52,616	D	$20.6641(7)	99,407	I	See Footnote(6)
Class A Common Stock	11/13/2019		S		23,395	D	$21.1846(8)	76,012	I	See Footnote(6)
Class A Common Stock	11/13/2019		J(5)		105,788	A	$0.00	105,788	I	See Footnote(9)

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	(10)	11/13/2019		C			2,886,970	(10)	(10)	Class A Common Stock	2,886,970	$0.00	5,861,425	I	See Footnote(1)
Class B Common Stock	(10)	11/13/2019		C			2,417,883	(10)	(10)	Class A Common Stock	2,417,883	$0.00	4,909,036	I	See Footnote(2)

1. Name and Address of Reporting Person^*

August Capital Management VI, L.L.C.

(Last) (First) (Middle)

C/O AUGUST CAPITAL

PMB #456, 600 4TH STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

August Capital VI, L.P.

(Last) (First) (Middle)

C/O AUGUST CAPITAL

PMB #456, 600 4TH STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

August Capital VI Special Opportunities, L.P.

(Last) (First) (Middle)

C/O AUGUST CAPITAL

PMB #456, 600 4TH STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hartenbaum Howard

(Last) (First) (Middle)

C/O AUGUST CAPITAL

PMB #456, 600 4TH STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CARLBORG W ERIC

(Last) (First) (Middle)

C/O AUGUST CAPITAL

PMB #456, 600 4TH STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

Explanation of Responses:

1. These shares are held directly by August Capital VI, L.P. ("August VI"). August Capital Management VI, L.L.C. ("ACM VI") is the general partner of August VI and may be deemed to have sole voting and investment power over the shares held by August VI. David M. Hornik, Howard Hartenbaum and W. Eric Carlborg are members of ACM VI, and may be deemed to have shared voting and investment power over the shares held by August VI. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities.

2. These shares are held directly by August Capital VI Special Opportunities, L.P. ("August VI SO"). ACM VI is the general partner of August VI SO and may be deemed to have sole voting and investment power over the shares held by August VI SO. David M. Hornik, Howard Hartenbaum and W. Eric Carlborg are members of ACM VI, and may be deemed to have shared voting and investment power over the shares held by August VI SO. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities.

3. Represents a pro-rata, in-kind distribution by August VI, without additional consideration, to its partners, members and assigns.

4. Represents a pro-rata, in-kind distribution by August VI SO, without additional consideration, to its partners, members and assigns.

5. Represents a pro-rata, in-kind distribution by August VI and August VI SO, without additional consideration, to their respective partners, members and assigns.

6. These shares are held directly by Howard Hartenbaum.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.11 to $21.105, 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 within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.11 to $21.40, 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 within the range set forth in this footnote.

9. These shares are held directly by W. Eric Carlborg.

10. Each share of Class B Common Stock will convert automatically into Class A Common Stock upon any transfer except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. In addition, 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:

This report is one of two reports, each on a separate Form 4, but relating to the same transactions being filed by the entities affiliated with August Capital and their applicable members.

	August Capital Management VI, L.L.C., By: /s/ Abigail Hipps, Attorney-in-Fact	11/15/2019
	August Capital VI, L.P., By: /s/ Abigail Hipps, Attorney-in-Fact	11/15/2019
	August Capital VI Special Opportunities, L.P., By: /s/ Abigail Hipps, Attorney-in-Fact	11/15/2019
	Howard Hartenbaum, By: /s/ Abigail Hipps, Attorney-in-Fact	11/15/2019
	W. Eric Carlborg, By: /s/ Abigail Hipps, Attorney-in-Fact	11/15/2019
	** Signature of Reporting Person	Date
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