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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/16/2019 | 3. Issuer Name and Ticker or Trading Symbol Fastly, Inc. [ FSLY ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 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) |
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 | ||||
Class B Common Stock | (1) | (1) | Class A Common Stock(1) | 315,287 | (1) | I | See Footnote(2) |
Series Seed Convertible Preferred Stock | (3) | (3) | Class B Common Stock(1) | 4,024,682 | (3) | I | See Footnote(2) |
Series A Convertible Preferred Stock | (4) | (4) | Class B Common Stock(1) | 1,301,677 | (4) | I | See Footnote(2) |
Series B Convertible Preferred Stock | (5) | (5) | Class B Common Stock(1) | 1,419,182 | (5) | I | See Footnote(2) |
Series C Convertible Preferred Stock | (6) | (6) | Class B Common Stock(1) | 845,507 | (6) | I | See Footnote(2) |
Series D Convertible Preferred Stock | (7) | (7) | Class B Common Stock(1) | 533,752 | (7) | I | See Footnote(8) |
Series D Convertible Preferred Stock | (7) | (7) | Class B Common Stock(1) | 38,837 | (7) | I | See Footnote(9) |
Series E Convertible Preferred Stock | (10) | (10) | Class B Common Stock(1) | 49,567 | (10) | I | See Footnote(9) |
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. Each share of Class B Common Stock will convert automatically into Class A Common Stock upon any transfer except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. Following the closing of the initial public offering, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earliest of (i) the first trading day falling nine months after the date on which the shares of Class B Common Stock represent less than 10% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock, (ii) the date specified by the vote of the holders of Class B Common Stock representing at least a majority of the outstanding shares of Class B Common Stock, or (iii) the first trading day falling ten years after the Effective Time as defined in the Issuer's amended and restated certificate of incorporation. |
2. These shares are held directly by OATV II, L.P. ("OATV II"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and they may be deemed to share voting and dispositive power over the shares held by OATV II. Such persons and entities disclaim beneficial ownership over shares held by OATV II, except to the extent of any pecuniary interest therein. |
3. The Series Seed Convertible Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series Seed Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock. |
4. The Series A Convertible Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series A Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock. |
5. The Series B Convertible Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series B Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock. |
6. The Series C Convertible Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series C Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock. |
7. The Series D Convertible Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series D Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock. |
8. These shares are held directly by OATVIISPV1, LLC ("OATVIISPV1"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and they may be deemed to share voting and dispositive power over the shares held by OATVIISPV1. Such persons and entities disclaim beneficial ownership over shares held by OATVIISPV1, except to the extent of any pecuniary interest therein. |
9. These shares are held directly by OATVIISPV2, LLC ("OATVIISPV2"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and they may be deemed to share voting and dispositive power over the shares held by OATVIISPV2. Such persons and entities disclaim beneficial ownership over shares held by OATVIISPV2, except to the extent of any pecuniary interest therein. |
10. The Series E Convertible Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series E Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock. |
Remarks: |
OATV II, L.P., By: O'Reilly AlphaTech Ventures II, LLC, its general partner, By: /s/ Laura Kelley, Chief Financial Officer | 05/16/2019 | |
OATVIISPV1, LLC, By: O'Reilly AlphaTech Ventures II, LLC, its general partner, By: /s/ Laura Kelley, Chief Financial Officer | 05/16/2019 | |
OATVIISPV2, LLC, By: O'Reilly AlphaTech Ventures II, LLC, its general partner, By: /s/ Laura Kelley, Chief Financial Officer | 05/16/2019 | |
O'Reilly AlphaTech Ventures II, LLC, By: /s/ Laura Kelley, Chief Financial Officer | 05/16/2019 | |
/s/ Bryce Roberts | 05/16/2019 | |
/s/ Mark Jacobsen | 05/16/2019 | |
** 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. |