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 Tintri, Inc. [ TNTR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 07/06/2017 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 07/06/2017 | C | 1,261,666 | A | $0.00(1) | 1,261,666 | D(2) | |||
Common Stock | 07/06/2017 | C | 773,429 | A | $0.00(3) | 2,035,095 | D(2) | |||
Common Stock | 07/06/2017 | C | 689,700 | A | $0.00(4) | 2,724,795 | D(2) | |||
Common Stock | 07/06/2017 | C | 314,562 | A | $0.00(5) | 3,039,357 | D(2) | |||
Common Stock | 07/06/2017 | C | 709,638 | A | $0.00(6) | 3,748,995 | D(2) | |||
Common Stock | 07/06/2017 | C | 572,935 | A | $0.00(7) | 4,321,930 | D(2) | |||
Common Stock | 07/06/2017 | P | 926,429 | A | $7 | 5,248,359 | D(2) |
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 | ||||||||
Series A Preferred Stock | (1) | 07/06/2017 | C | 1,261,666 | (1) | (1) | Common Stock | 1,261,666 | $0.00 | 0 | D(2) | ||||
Series B Preferred Stock | (3) | 07/06/2017 | C | 773,429 | (3) | (3) | Common Stock | 773,429 | $0.00 | 0 | D(2) | ||||
Series C Preferred Stock | (4) | 07/06/2017 | C | 689,700 | (4) | (4) | Common Stock | 689,700 | $0.00 | 0 | D(2) | ||||
Series D Preferred Stock | (5) | 07/06/2017 | C | 314,562 | (5) | (5) | Common Stock | 314,562 | $0.00 | 0 | D(2) | ||||
Series E-2 Preferred Stock | (6) | 07/06/2017 | C | 421,867 | (6) | (6) | Common Stock | 709,638 | $0.00 | 0 | D(2) | ||||
Series F-2 Preferred Stock | (7) | 07/06/2017 | C | 340,599 | (7) | (7) | Common Stock | 572,935 | $0.00 | 0 | D(2) | ||||
Note Purchase Agreement (obligation to purchase) | $7 | 07/06/2017 | J | $6,775,000 | (8) | (9) | Common Stock | 967,857 | $0.00 | 967,857 | D(2)(10) |
Explanation of Responses: |
1. The Series A Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock had no expiration date. |
2. The shares are directly held by New Enterprise Associates 12, Limited Partnership ("NEA 12") and indirectly held by NEA Partners 12, Limited Partnership ("NEA Partners 12"), the sole general partner of NEA 12, NEA 12 GP, LLC ("NEA 12 GP"), the sole general partner of NEA Partners 12, and the individual managers of NEA 12 GP (NEA Partners 12, NEA 12 GP and the individual managers of NEA 12 GP together, the "NEA 12 Indirect Reporting Persons"). The individual managers of NEA 12 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The NEA 12 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 12 shares in which the NEA 12 Indirect Reporting Persons have no pecuniary interest. |
3. The Series B Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date. |
4. The Series C Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series C Preferred Stock had no expiration date. |
5. The Series D Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series D Preferred Stock had no expiration date. |
6. The Series E-2 Preferred Stock automatically converted 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 had no expiration date. |
7. The Series F-2 Preferred Stock automatically converted 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 had no an expiration date. |
8. At any time on or after December 1, 2019, upon the election of the Issuer pursuant to the approval of a majority of the members of the Issuer's board of directors and subject to the terms and conditions of any outstanding Note(s), any outstanding principal amount of the Note(s) and all accrued and unpaid interest on the Note(s) shall automatically convert into fully paid and nonassessable shares of common stock at the initial public offering price of $7.00 per share. |
9. The Issuer's right to draw funds under the Note Purchase Agreement and to cause any resulting Note(s) to convert into common stock will expire on December 1, 2019. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Note, shall be due and payable on the earlier of (i) 540 days from the date of issuance of such Note(s), or (ii) when, upon the occurrence and during the continuance of an Event of Default (as defined in such Note(s)), such amounts are declared due and payable by Reporting Person or made automatically due and payable, in each case, in accordance with the terms of such Note(s). |
10. See Exhibit 99.1. |
Remarks: |
/s/ Sasha Keough, attorney-in-fact | 07/10/2017 | |
** 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. |