Sonsini Peter W. Form 4 MULESOFT / Peter W. Sonsini 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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X

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^*

Sonsini Peter W.

(Last) (First) (Middle)

2855 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MULESOFT, INC [ MULE ]

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)
05/01/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	05/01/2018		C(1)		12,679,970	A	(1)	12,679,970	I	See Note 2(2)
Class A Common Stock	05/01/2018		U(3)		12,679,970	D	(3)	0	I	See Note 2(2)
Class A Common Stock	05/01/2018		C(1)		2,576,939	A	(1)	2,576,939	I	See Note 4(4)
Class A Common Stock	05/01/2018		U(3)		2,576,939	D	(3)	0	I	See Note 4(4)
Class A Common Stock	05/01/2018		C(1)		858,978	A	(1)	858,978	I	See Note 5(5)
Class A Common Stock	05/01/2018		U(3)		858,978	D	(3)	0	I	See Note 5(5)

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	(1)	05/01/2018		C(1)			12,679,970	(1)	(1)	Class A Common Stock	12,679,970	(1)	0	I	See Note 2(2)
Class B Common Stock	(1)	05/01/2018		C(1)			2,576,939	(1)	(1)	Class A Common Stock	2,576,939	(1)	0	I	See Note 4(4)
Class B Common Stock	(1)	05/01/2018		C(1)			858,978	(1)	(1)	Class A Common Stock	858,978	(1)	0	I	See Note 5(5)

Explanation of Responses:

1. Upon consummation of the tender offer (as described below), each share of tendered Class B common stock converted on a one-to-one basis into Class A common stock.

2. The Reporting Person is a director of NEA 14 GP, LTD, which is the sole general partner of NEA Partners 14, L.P. ("NEA Partners 14"). NEA Partners 14 is the sole general partner of New Enterprise Associates 14, L.P. ("NEA 14"), which is the direct beneficial owner of the securities. The Reporting Person disclaims 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 14 shares in which the Reporting Person has no pecuniary interest.

3. Pursuant to the Agreement and Plan of Merger, dated as of March 20, 2018 (the "Merger Agreement"), by and among salesforce.com, inc. ("Salesforce"), Malbec Acquisition Corp. and the Issuer, each share of Class A common stock was tendered in exchange for (i) $36.00 in cash and (ii) 0.0711 of a share of Salesforce common stock, together with cash in lieu of any fractional shares of Salesforce common stock.

4. The Reporting Person is a manager of NEA 15 GP, LLC, ("NEA 15 GP") which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of New Enterprise Associates 15, L. P. ("NEA 15"), which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the shares held by NEA 15 in which the Reporting Person has no pecuniary interest.

5. The Reporting Person is a manager of NEA 15 GP, LLC, ("NEA 15 GP") which is the sole general partner of NEA Partners 15-OF, L.P. ("NEA Partners 15-OF"). NEA Partners 15-OF is the sole general partner of NEA 15 Opportunity Fund, L.P. ("NEA 15-OF"), which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the shares held by NEA 15-OF in which the Reporting Person has no pecuniary interest.

Remarks:

	/s/ Sasha Keough, attorney-in-fact	05/09/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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