Insight Venture Partners VIII Form 4 Change in insider ownership

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^*

Insight Venture Partners VIII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(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)
07/06/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/06/2017⁽¹⁾		C		211,349	A	⁽²⁾	1,949,330	D⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	07/06/2017		C		54,668	A	⁽²⁾	504,235	D⁽³⁾⁽⁴⁾⁽⁶⁾
Common Stock	07/06/2017		C		7,541	A	⁽²⁾	69,567	D⁽³⁾⁽⁴⁾⁽⁷⁾
Common Stock	07/06/2017		C		67,031	A	⁽²⁾	618,264	D⁽³⁾⁽⁴⁾⁽⁸⁾
Common Stock	07/06/2017		C		1,362,394	A	⁽²⁾	1,362,394	D⁽⁹⁾⁽¹⁰⁾
Common Stock	07/06/2017		C		340,589	A	⁽²⁾	3,141,396	I	See footnotes⁽³⁾⁽⁴⁾⁽¹¹⁾
Common Stock	07/06/2017		C		340,589	A	⁽²⁾	3,141,396	I	See footnotes⁽³⁾⁽⁴⁾⁽¹²⁾
Common Stock	07/06/2017		C		1,362,394	A	⁽²⁾	1,362,394	I	See footnote⁽¹⁰⁾⁽¹³⁾
Common Stock	07/06/2017		C		1,362,394	A	⁽²⁾	1,362,394	I	See footnote⁽¹⁰⁾⁽¹⁴⁾
Common Stock	07/06/2017		C		1,702,983	A	⁽²⁾	4,503,790	I	See footnotes⁽⁴⁾⁽⁵⁾⁽¹⁰⁾⁽¹⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series F Preferred	⁽²⁾	07/06/2017		C			70,450	⁽²⁾	⁽²⁾	Common Stock	211,349	$0	0	D⁽³⁾⁽⁴⁾⁽⁵⁾
Series F Preferred	⁽²⁾	07/06/2017		C			18,223	⁽²⁾	⁽²⁾	Common Stock	54,668	$0	0	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series F Preferred	⁽²⁾	07/06/2017		C			2,514	⁽²⁾	⁽²⁾	Common Stock	7,541	$0	0	D⁽⁴⁾⁽⁵⁾⁽⁷⁾
Series F Preferred	⁽²⁾	07/06/2017		C			22,344	⁽²⁾	⁽²⁾	Common Stock	67,031	$0	0	D⁽⁴⁾⁽⁵⁾⁽⁸⁾
Series F Preferred	⁽²⁾	07/06/2017		C			454,132	⁽²⁾	⁽²⁾	Common Stock	1,362,394	$0	0	D⁽⁹⁾⁽¹⁰⁾
Series F Preferred	⁽²⁾	07/06/2017		C			113,531	⁽²⁾	⁽²⁾	Common Stock	340,589	$0	0	I	See footnotes⁽³⁾⁽⁴⁾⁽¹¹⁾
Series F Preferred	⁽²⁾	07/06/2017		C			113,531	⁽²⁾	⁽²⁾	Common Stock	340,589	$0	0	I	See footnotes⁽³⁾⁽⁴⁾⁽¹²⁾
Series F Preferred	⁽²⁾	07/06/2017		C			454,132	⁽²⁾	⁽²⁾	Common Stock	1,362,394	$0	0	I	See footnote⁽¹⁰⁾⁽¹³⁾
Series F Preferred	⁽²⁾	07/06/2017		C			454,132	⁽²⁾	⁽²⁾	Common Stock	1,362,394	$0	0	I	See footnote⁽¹⁰⁾⁽¹⁴⁾
Series F Preferred	⁽²⁾	07/06/2017		C			567,663	⁽²⁾	⁽²⁾	Common Stock	1,702,983	$0	0	I	See footnotes⁽³⁾⁽⁴⁾⁽¹⁰⁾⁽¹⁵⁾

1. Name and Address of Reporting Person^*

Insight Venture Partners VIII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Associates VIII, Ltd.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Holdings Group, LLC

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Star Trinity, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Star Trinity GP, LLC

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Management, LLC

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners (Cayman) VIII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners(Delaware) VIII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners VIII (Co-Investors), L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Associates VIII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Explanation of Responses:

1. This report is the second of three filings made on this 10th day of July, 2017, to report transactions that occurred on July 6, 2017.

2. The Series F Preferred Stock converted into the Issuer's common stock ("Common Stock") on a 2.9999959-for-1 basis and had no expiration date.

3. Shares held of record by Insight Venture Partners VIII, L.P. ("IVP VIII").

4. The amount listed as owned by each of IVP VIII, Insight Venture Partners (Cayman) VIII, L.P. ("IVP Cayman VIII"), Insight Venture Partners VIII (Co-Investors), L.P. ("IVP VIII Co-Investors") and Insight Venture Partners (Delaware) VIII, L.P. ("IVP Delaware VIII" together with IVP VIII, IVP Cayman VIII and IVP VIII Co-Investors, the "IVP VIII Funds") may be deemed to be attributable to Insight Venture Associates VIII, L.P. ("IVPA VIII, L.P."), Insight Venture Associates VIII, Ltd. ("IVPA VIII, Ltd.") and Insight Holdings Group, LLC ("Holdings") because the general partner of the IVP VIII Funds is IVPA VIII, L.P., the general partner of which is IVPA VIII, Ltd., the sole shareholder of which is Holdings.

5. Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held by the IVP VIII Funds. The foregoing is not an admission by any of Holdings, IVPA VIII, L.P. or IVPA VIII, Ltd., that it is the beneficial owner of any of the shares held by the IVP VIII Funds. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by the IVP VIII Funds except to the extent of his pecuniary interest therein.

6. Shares held of record by IVP Cayman VIII.

7. Shares held of record by IVP VIII Co-Investors.

8. Shares held of record by IVP Delaware VIII.

9. Shares held of record by Star Trinity, LP ("ST LP").

10. The amount listed as owned by ST LP may be deemed attributable to Star Trinity GP, LLC ("ST GP"), Insight Venture Management, LLC ("IVM") and Holdings because the general partner of ST LP is ST GP, the sole member of which is IVM, the sole member of which is Holdings. Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held by ST LP. The foregoing is not an admission by any of Holdings, ST GP or IVM that it is the beneficial owner of any of the shares held by ST LP. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by ST LP except to the extent of his pecuniary interest therein.

11. These shares are owned indirectly by IVPA VIII, L.P. See footnotes (3) and (4) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings.

12. These shares are owned indirectly by IVPA VIII, Ltd. See footnotes (3) and (4) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings.

13. These shares are owned indirectly by ST GP. See footnote (10) above for a description of the relationship among ST LP, ST GP, IVM and Holdings.

14. These shares are owned indirectly by IVM. See footnote (10) above for a description of the relationship among ST LP, ST GP, IVM and Holdings.

15. These shares are owned indirectly by Holdings. See footnotes (4) and (5) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings and footnote (10) above for a description of the relationship among ST LP, ST GP, IVM and Holdings.

Remarks:

Exhibit List: Exhibit 99.1 - Joint Filers' Signatures

	/s/ Insight Venture Associates VIII, L.P., its general partner	07/10/2017
	/s/ Insight Venture Associates VIII, Ltd., its general partner	07/10/2017
	** Signature of Reporting Person	Date
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Insight Venture Partners VIII Inactive Form 4Change in insider ownership