| 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 | 15,747,715 | A | (1)(2)(3)(4) | 15,747,715 | D(5) | |||
| Common Stock(6) | 03/22/2017 | J | 15,747,715 | D | (6) | 0 | D(5) | |||
| Common Stock | 03/22/2017 | C | 2,956,804 | A | (7)(8) | 3,571,808 | I | See footnote(9) | ||
| Common Stock(6) | 03/22/2017 | J | 3,571,808 | D | (6) | 0 | I | See footnote(9) | ||
| 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 B Preferred Stock(1) | (1) | 03/22/2017 | C | 9,950,576 | (1) | (1) | Common Stock | 9,950,576 | $0.00 | 0 | D(5) | ||||
| Series C Preferred Stock(2) | (2) | 03/22/2017 | C | 2,742,060 | (2) | (2) | Common Stock | 2,742,060 | $0.00 | 0 | D(5) | ||||
| Series D Preferred Stock(3) | (3) | 03/22/2017 | C | 1,580,300 | (3) | (3) | Common Stock | 1,580,300 | $0.00 | 0 | D(5) | ||||
| Series E Preferred Stock(4) | (4) | 03/22/2017 | C | 1,474,779 | (4) | (4) | Common Stock | 1,474,779 | $0.00 | 0 | D(5) | ||||
| Series F Preferred Stock(7) | (7) | 03/22/2017 | C | 2,066,115 | (7) | (7) | Common Stock | 2,066,115 | $0.00 | 0 | I | See footnote(9) | |||
| Series G Preferred Stock(8) | (8) | 03/22/2017 | C | 890,689 | (8) | (8) | Common Stock | 890,689 | $0.00 | 0 | I | See footnote(9) | |||
| Class B Common Stock(6)(10) | (10) | 03/22/2017 | J | 15,747,715 | (10) | (10) | Class A Common Stock | 15,747,715 | $0.00 | 15,747,715 | D(5) | ||||
| Class B Common Stock(6)(10) | (10) | 03/22/2017 | J | 3,571,808 | (10) | (10) | Class A Common Stock | 3,571,808 | $0.00 | 3,571,808 | I | See footnote(9) | |||
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 B 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 C 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. The Series D 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. |
| 4. The Series E 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. |
| 5. The shares are held of record by Lightspeed Venture Partners VII, L.P. ("Lightspeed VII"). Lightspeed General Partner VII, L.P. ("Lightspeed GP") is the general partner of Lightspeed VII. Lightspeed Ultimate General Partner VII, Ltd. ("Lightspeed UGP") is the general partner of Lightspeed GP. Barry Eggers, Ravi Mhatre, Peter Nieh and Christopher Schaepe are the managing directors of Lightspeed UGP and share voting and dispositive power with respect to the shares held of record by Lightspeed VII. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
| 6. 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. |
| 7. 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. |
| 8. 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. |
| 9. The shares are held of record by Lightspeed Venture Partners Select, L.P. ("Lightspeed Select"). Lightspeed General Partner Select, L.P. ("Select GP") is the general partner of Lightspeed Select. Lightspeed Ultimate General Partner Select, Ltd. ("Select UGP") is the general partner of Select GP. Barry Eggers, Christopher Schaepe, Jeremy Liew, John Vrionis, Peter Nieh and Ravi Mhatre are the managing directors of Select UGP and share voting and dispositive power with respect to the shares held of record by Lightspeed Select. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. |
| 10. 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: |
| This filing is Part 1 of 2. |
| /s/ Ravi Mhatre, director of Lightspeed Ultimate General Partner VII, Ltd., the sole general partner of Lightspeed General Partner VII, L.P., the sole general partner of Lightspeed Venture Partners VII, L.P. | 03/22/2017 | |
| /s/ Ravi Mhatre, director of Lightspeed Ultimate General Partner VII, Ltd., the sole general partner of Lightspeed General Partner VII, L.P. | 03/22/2017 | |
| /s/ Ravi Mhatre, director of Lightspeed Ultimate General Partner VII, Ltd. | 03/22/2017 | |
| /s/ Barry Eggers | 03/22/2017 | |
| /s/ Peter Y. Nieh | 03/22/2017 | |
| /s/ Christopher J. Schaepe | 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. | ||
