Tintri (TNTRQ) Form 4 Tintri / Lake Group, L.L.C. Silver 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^*

Silver Lake Kraftwerk Fund, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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

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)
02/27/2018

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

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
Note Purchase Agreement (obligation to purchase)	$7	02/27/2018		E(4)	V		$6,231,607.5(5)	(4)	(4)	Common Stock	890,229(5)	$0.00(4)	$0.00	I	Held through Silver Lake Kraftwerk Fund, L.P.(1)(2)
Note Purchase Agreement (obligation to purchase)	$7	02/27/2018		E(4)	V		$193,392.5(5)	(4)	(4)	Common Stock	27,627(5)	$0.00(4)	$0.00	I	Held through Silver Lake Technology Investors Kraftwerk, L.P.(2)(3)

1. Name and Address of Reporting Person^*

Silver Lake Kraftwerk Fund, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Investors Kraftwerk, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Associates Kraftwerk, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLTA Kraftwerk (GP), L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Group, L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. These securities were directly held by Silver Lake Kraftwerk Fund, L.P. ("SL Kraftwerk").

2. Silver Lake Technology Associates Kraftwerk, L.P. ("SLTA Kraftwerk") is the general partner of each of SL Kraftwerk and Silver Lake Technology Investors Kraftwerk, L.P. ("SLTI Kraftwerk"). SLTA Kraftwerk (GP), L.L.C. is the general partner of SLTA Kraftwerk, and Silver Lake Group, L.L.C. is the managing member of SLTA Kraftwerk (GP), L.L.C.

3. These securities were directly held by SLTI Kraftwerk.

4. As previously disclosed, SL Kraftwerk, SLTI Kraftwerk and other parties thereto are party to a Note Purchase Agreement, dated May 4, 2017 (as amended, the "Note Purchase Agreement"), pursuant to which Tintri, Inc. (the "Issuer") had the right to issue to SL Kraftwerk and SLTI Kraftwerk and such other parties one or more subordinated convertible promissory notes ("Notes"). On February 27, 2018, SL Kraftwerk and SLTI Kraftwerk funded their respective amounts under the Note Purchase Agreement and were issued Notes with a maturity date 540 days from the date of issuance. Pursuant to the terms of the Note Purchase Agreement, as the maturity date of such Notes will occur prior to the date at which the Issuer would have been permitted to convert such amounts into Common Stock, such Notes will not be convertible by the Issuer into Common Stock.

5. Represents the maximum principal amount of Notes that the Issuer could issue to SL Kraftwerk and SLTI Kraftwerk under the Note Purchase Agreement, which, under certain circumstances, the Issuer had the right to convert into shares of Common Stock at a price of $7.00 per share.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

	/s/ Adam Grosser, Managing Director of SLTA Kraftwerk (GP), LLC, the general partner of Silver Lake Technology Associates Kraftwerk, L.P., the general partner of Silver Lake Kraftwerk Fund, L.P.	03/02/2018
	/s/ Adam Grosser, Managing Director of SLTA Kraftwerk (GP), L.L.C., the general partner of Silver Lake Technology Associates Kraftwerk, L.P., the general partner of Silver Lake Technology Investors Kraftwerk, L.P.	03/02/2018
	/s/ Adam Grosser, Managing Director of SLTA Kraftwerk (GP), LLC, the general partner of Silver Lake Technology Associates Kraftwerk, L.P.	03/02/2018
	/s/ Adam Grosser, Managing Director of SLTA Kraftwerk (GP), LLC	03/02/2018
	/s/ Karen M. King, Managing Director and CLO of Silver Lake Group, L.L.C.	03/02/2018
	** Signature of Reporting Person	Date
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