| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/11/2024 |
3. Issuer Name and Ticker or Trading Symbol
ServiceTitan, Inc. [ TTAN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock(1) | 80,999 | I | See footnote(2)(3)(4) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A-3 Preferred Stock | (5) | (5) | Common Stock(1) | 8,135,210 | (5) | I | See footnote(3)(4)(6) |
| Series C Preferred Stock | (7) | (7) | Common Stock(1) | 343,744 | (7) | I | See footnote(3)(4)(8) |
| Series D Preferred Stock | (9) | (9) | Common Stock(1) | 190,151 | (9) | I | See footnote(3)(4)(10) |
| Series F Preferred Stock | (11) | (11) | Common Stock(1) | 115,612 | (11) | I | See footnote(3)(4)(12) |
| Series G Preferred Stock | (13) | (13) | Common Stock(1) | 129,573 | (13) | I | See footnote(3)(4)(14) |
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. Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock shall be reclassified into one share of Class A Common Stock. |
| 2. Consists of 79,999 shares of Common Stock held by 15 Angels II LLC ("15 Angels") and 1,000 shares of Common Stock held by Cloud All Star Fund, L.P. ("CASF"). |
| 3. Certain affiliates of 15 Angels, Bessemer Venture Partners VIII Institutional LP ("Bessemer Institutional VIII"), Bessemer Venture Partners VIII, L.P. ("Bessemer VIII" and, together with Bessemer Institutional VIII and 15 Angels, the "Bessemer Entities") own a material interest in Cloud All Star Fund GP, LLC, the general partner of CASF, which has voting and dispositive power with respect to the shares held by CASF. 15 Angels is a subsidiary of Bessemer VIII Institutional. Deer VIII & Co. L.P. ("Deer VIII L.P.") is the general partner of Bessemer VIII and Bessemer VIII Institutional. Deer VIII & Co. Ltd. ("Deer VIII Ltd.") is the general partner of Deer VIII L.P. Byron Deeter, David Cowan, Jeremy Levine, Robert P. Goodman, Scott Ring, Sandra Grippo and Robert M. Stavis are the directors of Deer VIII Ltd. and hold voting and dispositive power for the Bessemer Entities. |
| 4. (continued) Investment and voting decisions with respect to the securities held by the Bessemer Entities are made by the directors of Deer VIII Ltd. acting as an investment committee. |
| 5. Each share of Series A-3 Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. |
| 6. Consists of 4,441,825 shares of Series A-3 Preferred Stock held by Bessemer Institutional VIII and 3,693,385 shares of Series A-3 Preferred Stock held by Bessemer VIII. |
| 7. Each share of Series C Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. |
| 8. Consists of 187,684 shares of Series C Preferred Stock held by Bessemer Institutional VIII and 156,060 shares of Series C Preferred Stock held by Bessemer VIII. |
| 9. Each share of Series D Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. |
| 10. Consists of 103,822 shares of Series D Preferred Stock held by Bessemer Institutional VIII and 86,329 shares of Series D Preferred Stock held by Bessemer VIII. |
| 11. Each share of Series F Preferred Stock shall automatically convert into Common Stock on an approximately 1:1.02 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. The shares of Series F Preferred Stock reported in Table II above are reported on an as-converted basis. The conversion rate is subject to adjustment as provided in the Issuer's Amended and Restated Certificate of Incorporation. |
| 12. Consists of 62,346 shares of Series F Preferred Stock held by Bessemer Institutional VIII, 51,840 shares of Series F Preferred Stock held by Bessemer VIII, and 1,426 shares of Series F Preferred Stock held by CASF. |
| 13. Each share of Series G Preferred Stock shall automatically convert into Common Stock on an approximately 1:1.03 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. The shares of Series G Preferred Stock reported in Table II above are reported on an as-converted basis. The conversion rate is subject to adjustment as provided in the Issuer's Amended and Restated Certificate of Incorporation. |
| 14. Consists of 129,573 shares of Series G Preferred Stock held by 15 Angels. |
| /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII L.P. | 12/11/2024 | |
| /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII Institutional L.P. | 12/11/2024 | |
| /s/ Scott Ring, Authorized Person of 15 Angels II LLC | 12/11/2024 | |
| /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd. | 12/11/2024 | |
| /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P. | 12/11/2024 | |
| /s/ John Ailanjian, Managing Member & Authorized Signatory of Cloud All Star Fund GP, LLC, the General Partner of Cloud All Start Fund, L.P. | 12/11/2024 | |
| ** 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 5 (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. | ||
