| Item 1. | Security and Issuer. |
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends and restates the statement on Schedule 13D originally filed on July 13, 2017 relating to the common stock, $.00005 par value (the "Common Stock") of Tintri, Inc. (the "Issuer") having its principal executive office at 303 Ravendale Drive, Mountain View, CA 94043.
| Item 2. | Identity and Background. |
This statement is being filed by:
(a) New Enterprise Associates 12, Limited Partnership ("NEA 12");
(b) NEA Partners 12, Limited Partnership ("NEA Partners 12"), which is the sole general partner of NEA 12; and NEA 12 GP, LLC ("NEA 12 LLC" and, together with NEA Partners 12, the "Control Entities"), which is the sole general partner of NEA Partners 12; and
(c) M. James Barrett ("Barrett"), Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Patrick J. Kerins ("Kerins") and Scott D. Sandell ("Sandell") (together, the "Managers"). The Managers are the managers of NEA 12 LLC.
The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
The address of the principal business office of NEA 12 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barrett, Barris and Kerins is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
The principal business of NEA 12 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 12 is to act as the sole general partner of NEA 12. The principal business of NEA 12 LLC is to act as the sole general partner of NEA Partners 12. The principal business of each of the Managers is to manage the Control Entities, NEA 12 and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA 12 and NEA Partners 12 are limited partnerships organized under the laws of the State of Delaware. NEA 12 LLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
| CUSIP No. 88770Q105 | 13D | Page 11 of 18 Pages |
| Item 3. | Source and Amount of Funds or Other Consideration. |
On June 29, 2017, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333-218429) in connection with its initial public offering of 8,572,000 shares of Common Stock of the Issuer (the "IPO") was declared effective. The closing of the IPO took place on July 6, 2017, and at such closing NEA 12 purchased an aggregate of 926,429 shares of Common Stock at the IPO price of $7.00 per share. In addition, prior to the IPO, NEA 12 purchased from the Issuer in a series of private transactions 1,261,666 shares of Series A Preferred Stock ("Series A Stock"), 773,429 shares of Series B Preferred Stock ("Series B Stock), 689,700 shares of Series C Preferred Stock ("Series C Stock"), 314,562 shares of Series D Preferred Stock ("Series D Stock"), 421,867 shares of Series E-2 Preferred Stock ("Series E-2 Stock"), 340,599 shares of Series F-2 Preferred Stock ("Series F-2 Stock") and warrants to purchase up to 971,224 shares of the Issuer's Common Stock exercisable immediately for an aggregate purchase price of $64,690,522. Immediately prior to the closing of the IPO, these shares of Series A Stock, Series B Stock, Series C Stock, Series D Stock, Series E-2 Stock and Series F-2 Stock automatically converted into 4,321,930 shares of Common Stock of the Issuer. NEA 12 holds a total of 5,248,359 shares of the Issuer's Common Stock (the "Common Shares") and warrants to purchase up to 971,224 shares of Common Stock (the "Warrant Shares" and together with the Common Shares, the "NEA 12 Shares").
The working capital of NEA 12 was the source of the funds for the purchase of the NEA 12 Shares. No part of the purchase price of the NEA 12 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 12 Shares.
| Item 5. | Interest in Securities of the Issuer. |
| (a) | NEA 12 is the record owner of the NEA 12 Shares. As the sole general partner of NEA 12, NEA Partners 12 may be deemed to own beneficially the NEA 12 Shares. As the sole general partner of NEA Partners 12, NEA 12 LLC may be deemed to own beneficially the NEA 12 Shares. As members of NEA 12 LLC, each of the Managers may be deemed to own beneficially the NEA 12 Shares. |
Each Reporting Person disclaims beneficial ownership of the NEA 12 Shares other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 32,295,321 shares of Common Stock, which includes (i) the 31,324,097 shares of Common Stock outstanding as of December 5, 2017, as reflected in the Issuer's 10-Q which was filed with the Securities and Exchange Commission on December 14, 2017 and (ii) the Warrant Shares.
| (b) | Regarding the number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole power to dispose or to direct the disposition: See line 9 of cover sheets |
| (iv) | shared power to dispose or to direct the disposition: See line 10 of cover sheets |
| (c) | Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons. |
| CUSIP No. 88770Q105 | 13D | Page 12 of 18 Pages |
| Item 6. | Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. |
NEA 12 is a party to a Note Purchase Agreement dated as of May 4, 2017, as amended by Amendment No. 1 to the Note Purchase Agreement dated as of July 6, 2017 (the "Note Purchase Agreement"), with the Issuer and certain other investors of the Issuer.
Pursuant to the Note Purchase Agreement, NEA 12 agreed to purchase from the Issuer, at the Issuer's election, one or more notes having an aggregate maximum principle amount of $6,775,000. On February 26, 2018, NEA 12 funded $6,775,000 under the Note Purchase Agreement and was issued notes of the Issuer (the "Notes").
The Notes will mature 540 days from the date of issuance, with accrued interest payable at maturity. 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.
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
