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

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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^*

Thoma Bravo, LLC

(Last) (First) (Middle)

C/O THOMA BRAVO, LLC

150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)

CHICAGO IL 60606

(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)
05/29/2018

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	05/29/2018		S		20,479,200(1)	D	$21.6637(2)	29,837,816(3)	I	See footnote(4)
Common Stock	05/29/2018		J(5)		4,209,173(5)	D	(5)	25,628,643(6)	I	See footnote(4)
Common Stock	05/29/2018		J(5)		4,209,173(7)	A	(5)	4,209,173(7)	I	See footnote(7)

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

150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

THOMA BRAVO PARTNERS XI, L.P.

(Last) (First) (Middle)

C/O THOMA BRAVO, LLC

150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

THOMA BRAVO FUND XI, L.P.

(Last) (First) (Middle)

C/O THOMA BRAVO, LLC

150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)

CHICAGO IL 60606

(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

150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)

CHICAGO IL 60606

(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

150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

Explanation of Responses:

1. Consists of 13,435,277 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 6,747,528 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A") and 296,395 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI").

2. Represents the offering price to the public of $22.50 per share, less the underwriters' discount of $0.836325 per share.

3. Consists of 19,574,959 shares held directly by TB Fund XI, 9,830,983 shares held directly by TB Fund XI-A and 431,874 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.

5. Represents a distribution of 3,147,216 shares held directly by TB Fund XI, 1,013,643 shares held directly by TB Fund XI-A and 48,314 shares held directly by TB Exec Fund XI, in each case to TB Partners XI. The shares are subject to customary lock-up restrictions until 90 days from May 23, 2018.

6. Consists of 16,427,743 shares held directly by TB Fund XI, 8,817,340 shares held directly by TB Fund XI-A and 383,560 shares held directly by TB Exec Fund XI.

7. Consists of 4,209,173 shares held directly by TB Partners XI following the distributions described in footnote (5). TB, LLC is the general partner of TB Partners XI. By virtue of this relationship, TB, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by TB Partners XI. TB, LLC disclaims beneficial ownership of the shares owned by TB Partners XI except to the extent of its pecuniary interest therein.

Remarks:

	Thoma Bravo, LLC by /s/ Bradley Reed, Attorney-in-Fact	05/31/2018
	Thoma Bravo Partners XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact	05/31/2018
	Thoma Bravo Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact	05/31/2018
	Thoma Bravo Fund XI-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact	05/31/2018
	Thoma Bravo Executive Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact	05/31/2018
	** Signature of Reporting Person	Date
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