II 'D' GmbH & Co KG Amadeus Form 3 FORESCOUT / II 'A' Amadeus ownership change

SEC Form 3

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^*

Amadeus Capital Partners LTD

(Last)

(First)

(Middle)

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

2 QUAYSIDE

(Street)

CAMBRIDGE

CB5 8AB

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2017

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

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
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	163,668	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	109,112	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	76,378	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Common Stock	3,634	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Common Stock	10,910	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾
Common Stock	29,600	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	5,221	⁽¹⁰⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	3,480	⁽¹⁰⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	2,426	⁽¹⁰⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	105	⁽¹⁰⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	316	⁽¹⁰⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,423	⁽¹⁰⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾
Series C Convertible Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	125,521	⁽¹¹⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹²⁾
Series D Convertible Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	1,502,163	⁽¹³⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	1,001,441	⁽¹³⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Series D Convertible Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	701,010	⁽¹³⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Series D Convertible Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	33,380	⁽¹³⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Series D Convertible Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	100,143	⁽¹³⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾
Series D Convertible Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	925	⁽¹³⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾
Series D Convertible Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	85,275	⁽¹³⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹²⁾
Series E Convertible Preferred Stock	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	436,026	⁽¹⁴⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Series E Convertible Preferred Stock	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	290,684	⁽¹⁴⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Series E Convertible Preferred Stock	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	203,478	⁽¹⁴⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Series E Convertible Preferred Stock	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	9,688	⁽¹⁴⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Series E Convertible Preferred Stock	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	29,068	⁽¹⁴⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾
Series F Convertible Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	540,494	⁽¹⁵⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾
Series F Convertible Preferred Stock	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	648,592	⁽¹⁵⁾	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽¹⁶⁾

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

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

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

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

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

81675

(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

19801

(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

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

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

CB5 8AB

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. Amadeus General Partner LTD ("Amadeus GP LTD") and Amadeus Capital GP LLP ("Amadeus Capital GP") are the general partners of each of the Direct General Partners (as defined in footnote 16 below). Amadeus Capital Partners Limited ("Amadeus Limited") and Amadeus GP LTD are the partners of Amadeus Capital GP. Amadeus Limited is the manager of each of the Amadeus Funds (as defined in footnote 16 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 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").

3. 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 the Direct General Partners, the Amadeus Funds, 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.

4. 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.

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

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

7. 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.

8. 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.

9. 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.

10. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on an approximate 1:52.7 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

11. The Series C Convertible Preferred Stock shall automatically convert into Common Stock on an approximate 1:52.7 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

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 Series D Convertible 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 Common Stock and has no expiration date.

14. The Series E Convertible 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 Common Stock and has no expiration date.

15. The Series F Convertible 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 Common Stock and has no expiration date.

16. 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 3 is the first of two reports relating to the same transaction 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'	10/26/2017
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II 'B'	10/26/2017
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II 'C'	10/26/2017
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II 'D' GmbH & Co KG	10/26/2017
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II Affiliates Fund L.P.	10/26/2017
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus EI L.P.	10/26/2017
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus EII L.P.	10/26/2017
	/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus IV Velocity Fund L.P.	10/26/2017
	** 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).
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II 'D' GmbH & Co KG Amadeus Form 3FORESCOUT / II 'A' Amadeus ownership change