| 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 CS Disco, Inc. [ LAW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/23/2021 | ||||||||||||||||||||||||||
| 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 | 07/23/2021 | C | 1,548,495 | A | (1) | 2,070,867 | I | See footnote(2) | ||
| Common Stock | 07/23/2021 | C | 2,820,133 | A | (1) | 3,771,482 | I | See footnote(3) | ||
| Common Stock | 07/23/2021 | C | 33,834 | A | (1) | 54,805 | I | See footnote(4) | ||
| Common Stock | 07/23/2021 | C | 28,332 | A | (1) | 28,332 | 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 E Preferred Stock | (1) | 07/23/2021 | C | 842,761 | (1) | (1) | Common Stock | 842,761 | $0.00 | 0 | I | See footnote(2) | |||
| Series E Preferred Stock | (1) | 07/23/2021 | C | 1,534,844 | (1) | (1) | Common Stock | 1,534,844 | $0.00 | 0 | I | See footnote(3) | |||
| Series E Preferred Stock | (1) | 07/23/2021 | C | 33,834 | (1) | (1) | Common Stock | 33,834 | $0.00 | 0 | I | See footnote(4) | |||
| Series F Preferred Stock | (1) | 07/23/2021 | C | 705,734 | (1) | (1) | Common Stock | 705,734 | $0.00 | 0 | I | See footnote(2) | |||
| Series F Preferred Stock | (1) | 07/23/2021 | C | 1,285,289 | (1) | (1) | Common Stock | 1,285,289 | $0.00 | 0 | I | See footnote(3) | |||
| Series F Preferred Stock | (1) | 07/23/2021 | C | 28,332 | (1) | (1) | Common Stock | 28,332 | $0.00 | 0 | I | See footnote(5) | |||
| Explanation of Responses: |
| 1. The Series E Preferred Stock and the Series F Preferred Stock was convertible at any time at the holder's election and had no expiration date. Each share of Series E Preferred Stock and Series F Preferred Stock automatically converted into shares of the Issuer's Common stock on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering for no additional consideration. |
| 2. The reportable securities are owned directly by Georgian Partners Growth Fund IV, LP ("Georgian IV"). Georgian Partners IV GP, LP ("Georgian IV Direct GP") is the sole general partner of Georgian IV and Georgian Partners IV GP Inc. ("Georgian IV Ultimate GP") is the sole general partner of Georgian IV Direct GP. The Reporting Person is a lead investor of Georgian IV Direct GP and Georgian IV Ultimate GP and a member of the Issuer's board of directors. The Reporting Person may be deemed to have shared voting and dispositive power over the shares held by Georgian IV. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interests therein. |
| 3. The reportable securities are owned directly by Georgian Partners Growth Fund (International) IV, LP ("Georgian International IV"). Georgian IV Direct GP is the sole general partner of Georgian International IV and Georgian IV Ultimate GP is the sole general partner of Georgian IV Direct GP. The Reporting Person is a lead investor of Georgian IV Direct GP and Georgian IV Ultimate GP and a member of the Issuer's board of directors. The Reporting Person may be deemed to have shared voting and dispositive power over the shares held by Georgian International IV. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interests therein. |
| 4. The reportable securities are owned directly by Georgian Council II ULC ("Georgian Council"). The Reporting Person is a lead investor of Georgian Council and a member of the Issuer's board of directors. The Reporting Person may be deemed to have shared voting and dispositive power over the shares held by Georgian Council. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interests therein. |
| 5. The reportable securities are owned directly by Georgian Council as bare trustee for the beneficial owners Georgian IV and Georgian International IV. The Reporting Person is a lead investor of Georgian Council and a member of the Issuer's board of directors. The Reporting Person may be deemed to have shared voting and dispositive power over the shares held by Georgian Council. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interests therein. |
| Remarks: |
| /s/ Jason Minio, Attorney-in-Fact | 07/27/2021 | |
| ** 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. | ||
