II 'D' GmbH & Co KG Amadeus Form 4 FORESCOUT / II 'A' Amadeus ownership change

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^*

Amadeus Capital Partners LTD

(Last) (First) (Middle)

C/O AMADEUS CAPITAL, SUITE 1, 2ND FLOOR

2 QUAYSIDE

(Street)

CAMBRIDGE X0 CB5 8AB

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FORESCOUT TECHNOLOGIES, INC [ FSCT ]

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)
03/23/2018

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	03/23/2018		S		309,793(1)	D	$27.637(2)	1,797,285	I	See footnotes(3)(4)(5)(6)
Common Stock	03/23/2018		S		206,528(1)	D	$27.637(2)	1,198,189	I	See footnotes(4)(5)(6)(7)
Common Stock	03/23/2018		S		144,569(1)	D	$27.637(2)	838,723	I	See footnotes(4)(5)(6)(8)
Common Stock	03/23/2018		S		6,882(1)	D	$27.637(2)	39,925	I	See footnotes(4)(5)(6)(9)
Common Stock	03/23/2018		S		20,648(1)	D	$27.637(2)	119,789	I	See footnotes(4)(5)(6)(10)
Common Stock	03/23/2018		S		84,164(1)	D	$27.637(2)	488,278	I	See footnotes(4)(5)(6)(11)
Common Stock	03/23/2018		S		30,992(1)	D	$27.637(2)	179,804	I	See footnotes(4)(5)(6)(12)
Common Stock	03/23/2018		S		95,359(1)	D	$27.637(2)	553,233	I	See footnotes(4)(5)(6)(13)

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^*

Amadeus Capital Partners LTD

(Last) (First) (Middle)

C/O AMADEUS CAPITAL, SUITE 1, 2ND FLOOR

2 QUAYSIDE

(Street)

CAMBRIDGE X0 CB5 8AB

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Amadeus II 'A'

(Last) (First) (Middle)

C/O AMADEUS CAPITAL, SUITE 1, 2ND FLOOR

2 QUAYSIDE

(Street)

CAMBRIDGE X0 CB5 8AB

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Amadeus II 'B'

(Last) (First) (Middle)

C/O AMADEUS CAPITAL, SUITE 1, 2ND FLOOR

2 QUAYSIDE

(Street)

CAMBRIDGE X0 CB5 8AB

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Amadeus II 'C'

(Last) (First) (Middle)

C/O AMADEUS CAPITAL, SUITE 1, 2ND FLOOR

2 QUAYSIDE

(Street)

CAMBRIDGE X0 CB5 8AB

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Amadeus II 'D' GmbH & Co KG

(Last) (First) (Middle)

C/O PE CONCEPTS VERWALTUNGS GMBH

MOEHLSTR. 23 C/O BLLW

(Street)

MUNICH 2M 81675

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Amadeus EI L.P.

(Last) (First) (Middle)

C/O AMADEUS CAPITAL, SUITE 1, 2ND FLOOR

2 QUAYSIDE

(Street)

CAMBRIDGE X0 CB5 8AB

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Amadeus EII L.P.

(Last) (First) (Middle)

C/O AMADEUS CAPITAL, SUITE 1, 2ND FLOOR

2 QUAYSIDE

(Street)

CAMBRIDGE X0 CB5 8AB

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Amadeus IV Velocity Fund L.P.

(Last) (First) (Middle)

C/O AMADEUS CAPITAL, SUITE 1, 2ND FLOOR

2 QUAYSIDE

(Street)

CAMBRIDGE X0 CB5 8AB

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Amadeus II Affiliates Fund L.P.

(Last) (First) (Middle)

C/O THE CORPORATION TRUST COMPANY

1209 ORANGE STREET

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

Explanation of Responses:

1. These shares were sold in a firm commitment underwritten public offering pursuant to an underwriting agreement, dated as of March 20, 2018, by and between the Issuer, the several underwriters and the selling stockholders identified therein.

2. The price reported is the net price per share, reflecting the underwriting discount.

3. The reported shares are held of record by Amadeus II 'A' ("Amadeus A"). Amadeus II General Partner LP ("Amadeus II GP") is the general partner of Amadeus A.

4. Amadeus General Partner LTD ("Amadeus GP LTD") and Amadeus Capital GP LLP ("Amadeus Capital GP" and, together with Amadeus GP LTD, the "Intermediate General Partners") are the general partners of each of the Direct General Partners (as defined in footnote 13 below). Amadeus Capital Partners Limited ("Amadeus Limited") is the manager of each of the Amadeus Funds (as defined in footnote 13 below) and the Direct General Partners and has sole voting and dispositive power with respect to the shares held by the Amadeus Funds. The directors of Amadeus Limited (the "Amadeus Directors") have delegated their voting and dispositive power with respect to the shares held by each of the Amadeus Funds to a committee comprised of more than three members (the "Amadeus Committee").

5. Each of the members of the Amadeus Committee share voting and dispositive power with respect to the shares held by the Amadeus Funds. Each of Amadeus Limited, the Direct General Partners, the Intermediate General Partners, the Amadeus Directors and members of the Amadeus Committee disclaim beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

6. All of the shares of the Issuer held by the Amadeus Funds are subject to a voting agreement (as described in the Issuer's Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission (File No. 333-220767)) pursuant to which the Issuer's Chief Executive Officer holds an irrevocable proxy with, under certain circumstances, voting control over such shares.

7. The reported shares are held of record by Amadeus II 'B' ("Amadeus B"). Amadeus II GP is the general partner of Amadeus B.

8. The reported shares are held of record by Amadeus II 'C' ("Amadeus C"). Amadeus II GP is the general partner of Amadeus C.

9. The reported shares are held of record by Amadeus II 'D' GmbH & Co KG ("Amadeus GmbH"). Amadeus II GP is the general partner of Amadeus GmbH.

10. The reported shares are held of record by Amadeus II Affiliates Fund L.P. ("Affiliates Fund"). Amadeus II GP is the general partner of Affiliates Fund.

11. The reported shares are held of record by Amadeus IV Velocity Fund L.P. ("Velocity Fund"). Amadeus IV Velocity GP LP ("Amadeus Velocity GP") is the general partner of Velocity Fund.

12. The reported shares are held of record by Amadeus EI L.P. ("Amadeus EI"). Amadeus EI General Partner LP ("Amadeus EI GP") is the general partner of Amadeus EI.

13. The reported shares are held of record by Amadeus EII L.P. ("Amadeus EII" and, together with each of Amadeus A, Amadeus B, Amadeus C, Amadeus GmbH, Affiliates Fund, Velocity Fund and Amadeus EI, the "Amadeus Funds"). Amadeus EII General Partner LP ("Amadeus EII GP" and together with each of Amadeus II GP, Amadeus Velocity GP and Amadeus EI GP, the "Direct General Partners") is the general partner of Amadeus EII.

Remarks:

This report on Form 4 is the first of two reports relating to the same transactions and is filed to enable all joint filers to gain access to the EDGAR filing system.

	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II 'A'	03/27/2018
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II 'B'	03/27/2018
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II 'C'	03/27/2018
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II 'D' GmbH & Co KG	03/27/2018
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II Affiliates Fund L.P.	03/27/2018
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus EI L.P.	03/27/2018
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus EII L.P.	03/27/2018
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus IV Velocity Fund L.P.	03/27/2018
	** Signature of Reporting Person	Date
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