Harms Christopher Form 3 FORESCOUT / Christopher Harms 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^*

Harms Christopher

(Last) (First) (Middle)

C/O FORESCOUT TECHNOLOGIES, INC.

190 WEST TASMAN DRIVE

(Street)

SAN JOSE CA 95134

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	16,023	D
Common Stock	109,962	I	See footnote(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	03/27/2023	Common Stock	57,223	2.18	D
Employee Stock Option (right to buy)	(3)	09/18/2024	Common Stock	34,999	7.04	D
Employee Stock Option (right to buy)	(4)	07/31/2025	Common Stock	75,000	9.88	D
Restricted Stock Units	(5)	(5)	Common Stock	17,250	(6)	D
Restricted Stock Units	(7)	(7)	Common Stock	86,356	(6)	D

Explanation of Responses:

1. The shares are held of record by the Harms Family Trust dated April 20, 2006 for which the reporting person serves as a trustee.

2. Shares subject to the option are fully vested and immediately exercisable.

3. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in forty-eight equal monthly installments beginning on August 24, 2014.

4. The option is subject to an early exercise provision and is immediately exercisable. One-fifth of the shares subject to the option vested in equal monthly installments over each of the first and second annual periods following July 31, 2015 and three-tenths of the shares subject to the option vest in equal monthly installments over each of the third and fourth annual periods following July 31, 2015.

5. On April 25, 2018, 4,313 restricted stock units, or RSUs, vest and become issuable and the remaining RSUs vest in three equal annual installments beginning on August 15, 2018.

6. Each RSU represents a contingent right to receive one share of Issuer common stock.

7. The RSUs vest in four equal annual installments beginning on May 15, 2018.

Remarks:

Exhibit 24 Power of Attorney

	/s/ Russell J. Wood, by power of attorney	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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