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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Sailpoint Technologies Holdings, Inc. [ SAIL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/15/2021 | ||||||||||||||||||||||||||
| 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 | 10/15/2021 | S | 25,000 | D | $46.75(1) | 898,517 | D | |||
| Common Stock | 10/15/2021 | S | 15,000 | D | $46.75(2) | 290,994 | I | By McClain Charitable Remainder Unitrust(3) | ||
| Common Stock | 28,000 | I | By McClain RHD 2015 Trust(4) | |||||||
| Common Stock | 28,000 | I | By McClain ADM 2015 Trust(4) | |||||||
| Common Stock | 28,000 | I | By McClain GMM 2015 Trust(4) | |||||||
| 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 | ||||||||
| Explanation of Responses: |
| 1. On October 15, 2021, pursuant to a plan of disposition adopted by Mr. McClain on May 23, 2021 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plan"), Mr. McClain sold 25,000 shares in a single trade at a price of $46.75 per share. No more than 300,000 shares may be sold in the aggregate under the 10b5-1 Plan, which terminates no later than July 15, 2022, regardless of whether the maximum of 300,000 shares in the aggregate have been sold. |
| 2. On October 15, 2021, pursuant to a plan of disposition adopted by the McClain Charitable Remainder Unitrust (the "Unitrust") on May 23, 2021 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "Unitrust 10b5-1 Plan"), the Unitrust sold 15,000 shares in a single trade at a price of $46.75 per share. No more than 100,000 shares may be sold in the aggregate under the Unitrust 10b5-1 Plan, which terminates no later than July 15, 2022, regardless of whether the maximum of 100,000 shares in the aggregate have been sold. |
| 3. Mr. McClain is a co-trustee for the Unitrust, and he shares investment control over, and may be deemed to have a pecuniary interest in, the shares held by the Unitrust. As such, Mr. McClain may be deemed to beneficially own all of the shares held by the Unitrust; however, Mr. McClain disclaims beneficial ownership of the shares held by the Unitrust except to the extent of his pecuniary interest therein. |
| 4. Mr. McClain is a co-trustee for each of McClain RHD 2015 Trust (the "RHD Trust"), McClain ADM 2015 Trust (the "ADM Trust") and McClain GMM 2015 Trust (the "GMM Trust", and together with the RHD Trust and the ADM Trust, the "Family Trusts"). The beneficiary of each of the Family Trusts is an immediate family member of Mr. McClain's. As such, Mr. McClain may be deemed to beneficially own all of the shares held by the Family Trusts; however, Mr. McClain disclaims beneficial ownership of the shares held by the Family Trusts except to the extent of his pecuniary interest therein. |
| Remarks: |
| /s/ Christopher G. Schmitt, attorney-in-fact | 10/19/2021 | |
| ** 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. | ||