| 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 MULESOFT, INC [ MULE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/22/2017 | ||||||||||||||||||||||||||
| 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 | 03/22/2017 | C | 1,480,111 | A | (1)(2) | 3,371,810 | I | See footnote(3) | ||
| Common Stock(4) | 03/22/2017 | J | 3,371,810 | D | (4) | 0 | I | See footnote(3) | ||
| Common Stock | 03/22/2017 | C | 36,551 | A | (1)(2) | 83,270 | I | See footnote(5) | ||
| Common Stock(4) | 03/22/2017 | J | 83,270 | D | (4) | 0 | I | See footnote(5) | ||
| 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 F Preferred Stock(1) | (1) | 03/22/2017 | C | 1,045,500 | (1) | (1) | Common Stock | 1,045,500 | $0.00 | 0 | I | See footnote(3) | |||
| Series G Preferred Stock(2) | (2) | 03/22/2017 | C | 434,611 | (2) | (2) | Common Stock | 434,611 | $0.00 | 0 | I | See footnote(3) | |||
| Class B Common Stock(4)(6) | (6) | 03/22/2017 | J | 3,371,810 | (6) | (6) | Class A Common Stock | 3,371,810 | $0.00 | 3,371,810 | I | See footnote(3) | |||
| Series F Preferred Stock(1) | (1) | 03/22/2017 | C | 25,819 | (1) | (1) | Common Stock | 25,819 | $0.00 | 0 | I | See footnote(5) | |||
| Series G Preferred Stock(2) | (2) | 03/22/2017 | C | 10,732 | (2) | (2) | Common Stock | 10,732 | $0.00 | 0 | I | See footnote(5) | |||
| Class B Common Stock(4)(6) | (6) | 03/22/2017 | J | 83,270 | (6) | (6) | Class A Common Stock | 83,270 | $0.00 | 83,270 | I | See footnote(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Series F Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
| 2. The Series G Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. |
| 3. Shares are held by Meritech Capital Partners IV L.P. ("MCP IV"). Meritech Capital Associates IV L.L.C., the general partner of MCP IV, has sole voting and dispositive power with respect to the securities held by MCP IV. Paul S. Madera, Michael B. Gordon, Robert D. Ward, George H. Bischof and Craig Sherman, the managing members of Meritech Capital Associates IV L.L.C., share voting and dispositive power with respect to the shares held by MCP IV. Such persons and entities disclaim beneficial ownership of the securities held by MCP IV except to the extent of any pecuniary interest therein. |
| 4. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. |
| 5. Shares are held by Meritech Capital Affiliates IV L.P. ("MCA IV"). Meritech Capital Associates IV L.L.C., the general partner of MCA IV, has sole voting and dispositive power with respect to the securities held by MCA IV. Paul S. Madera, Michael B. Gordon, Robert D. Ward, George H. Bischof and Craig Sherman, the managing members of Meritech Capital Associates IV L.L.C., share voting and dispositive power with respect to the shares held by MCA IV. Such persons and entities disclaim beneficial ownership of the securities held by MCA IV except to the extent of any pecuniary interest therein. |
| 6. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |
| Remarks: |
| Meritech Capital Associates IV L.L.C. /s/ Joel Backman, Attorney-in-fact | 03/22/2017 | |
| Meritech Capital Partners IV L.P., by Meritech Capital Associates IV L.L.C., its general partner /s/ Joel Backman, Attorney-in-fact | 03/22/2017 | |
| Meritech Capital Affiliates IV L.P., by Meritech Capital Associates IV L.L.C., its general partner /s/ Joel Backman, Attorney-in-fact | 03/22/2017 | |
| /s/ Joel Backman, Attorney-in-fact for Craig Sherman | 03/22/2017 | |
| /s/ Joel Backman, Attorney-in-fact for Paul S. Madera | 03/22/2017 | |
| /s/ Joel Backman, Attorney-in-fact for Michael B. Gordon | 03/22/2017 | |
| /s/ Joel Backman, Attorney-in-fact for Robert D. Ward | 03/22/2017 | |
| /s/ Joel Backman, Attorney-in-fact for George H. Bischof | 03/22/2017 | |
| ** 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. | ||
