Thoma Bravo Fund Xi 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Thoma Bravo, LLC

(Last) (First) (Middle)

C/O THOMA BRAVO, LLC

300 NORTH LASALLE STREET, SUITE 4350

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sailpoint Technologies Holdings, Inc. [ SAIL ]

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)
11/27/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/27/2017		S		1,500,000(1)	D	$11.16(2)	50,317,016(3)	I	See footnote(4)

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

1. Name and Address of Reporting Person^*

Thoma Bravo, LLC

(Last) (First) (Middle)

C/O THOMA BRAVO, LLC

300 NORTH LASALLE STREET, SUITE 4350

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

THOMA BRAVO PARTNERS XI, L.P.

(Last) (First) (Middle)

C/O THOMA BRAVO, LLC

300 NORTH LASALLE STREET, SUITE 4350

(Street)

CHICAGO IL CHICAGO

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

THOMA BRAVO FUND XI, L.P.

(Last) (First) (Middle)

C/O THOMA BRAVO, LLC

300 NORTH LASALLE STREET, SUITE 4350

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

THOMA BRAVO FUND XI-A, L.P.

(Last) (First) (Middle)

C/O THOMA BRAVO, LLC

300 NORTH LASALLE STREET, SUITE 4350

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

THOMA BRAVO EXECUTIVE FUND XI, L.P.

(Last) (First) (Middle)

C/O THOMA BRAVO, LLC

300 NORTH LASALLE STREET, SUITE 4350

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

Explanation of Responses:

1. Consists of 984,067 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 494,223 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A") and 21,710 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI").

2. Represents the offering price to the public of $12.00 per share, less the underwriters' discount of $0.84 per share.

3. Consists of 33,010,236 shares held directly by TB Fund XI, 16,578,511 shares held directly by TB Fund XI-A and 728,269 shares held directly by TB Exec Fund XI.

4. Thoma Bravo Partners XI, L.P. ("TB Partners XI") is the general partner of each of TB Fund XI, TB Fund XI-A and TB Exec Fund XI. Thoma Bravo, LLC ("TB, LLC") is the general partner of TB Partners XI. By virtue of the relationships described in this footnote, TB, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund XI, TB Fund XI-A and TB Exec Fund XI. Each of TB Partners XI and TB, LLC disclaims beneficial ownership of the shares owned by TB Fund XI, TB Fund XI-A and TB Exec Fund XI except to the extent of its pecuniary interest therein.

Remarks:

	Thoma Bravo, LLC by /s/ Bradley Reed, Attorney-in-Fact	11/28/2017
	Thoma Bravo Partners XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact	11/28/2017
	Thoma Bravo Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact	11/28/2017
	Thoma Bravo Fund XI-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact	11/28/2017
	Thoma Bravo Executive Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact	11/28/2017
	** 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.