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 Sumo Logic, Inc. [ SUMO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/14/2021 | ||||||||||||||||||||||||||
| 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 | 09/14/2021 | J(1) | 3,386,788 | D | $0.00 | 6,759,258 | I | By Greylock XIII Limited Partnership(2) | ||
| Common Stock | 09/14/2021 | J(3) | 304,912 | D | $0.00 | 608,532 | I | By Greylock XIII-A Limited Partnership(4) | ||
| Common Stock | 09/14/2021 | J(5) | 108,300 | D | $0.00 | 216,142 | I | By Greylock XIII Principals, LLC(6) | ||
| 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 | ||||||||
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. Represents a pro-rata, in-kind distribution by Greylock XIII Limited Partnership and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 2. These shares are held of record by Greylock XIII Limited Partnership ("Greylock XIII LP"). Greylock XIII GP LLC ("Greylock XIII GP") is the sole General Partner of Greylock XIII LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 3. Represents a pro-rata, in-kind distribution by Greylock XIII-A Limited Partnership and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 4. These shares are held of record by Greylock XIII-A Limited Partnership ("Greylock XIII-A LP"). Greylock XIII GP is the sole General Partner of Greylock XIII-A LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII-A LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII-A LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 5. Represents a pro-rata, in-kind distribution by Greylock XIII Principals, LLC and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 6. These shares are held of record by Greylock XIII Principals, LLC. |
| Remarks: |
| /s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC | 09/16/2021 | |
| /s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII Limited Partnership | 09/16/2021 | |
| /s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII-A Limited Partnership | 09/16/2021 | |
| ** 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. | ||