SEC FORM 4

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^*

WINBLAD ANN L

(Last)

(First)

(Middle)

PIER 33 SOUTH, THE EMBARCADERO

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MULESOFT, INC [ MULE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2017

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/22/2017		C		17,847,745	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	17,847,745	I	See footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽¹¹⁾	03/22/2017		J		17,847,745	D	⁽¹¹⁾	0	I	See footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock⁽¹⁾	⁽¹⁾	03/22/2017		C			8,846,620	⁽¹⁾	⁽¹⁾	Common Stock	8,846,620	$0.00	0	I	See footnote⁽⁹⁾⁽¹²⁾
Series B Preferred Stock⁽²⁾	⁽²⁾	03/22/2017		C			3,207,752	⁽²⁾	⁽²⁾	Common Stock	3,207,752	$0.00	0	I	See footnote⁽⁹⁾⁽¹²⁾
Series C Preferred Stock⁽³⁾	⁽³⁾	03/22/2017		C			2,740,048	⁽³⁾	⁽³⁾	Common Stock	2,740,048	$0.00	0	I	See footnote⁽⁹⁾⁽¹²⁾
Series D Preferred Stock⁽⁴⁾	⁽⁴⁾	03/22/2017		C			1,478,388	⁽⁴⁾	⁽⁴⁾	Common Stock	1,478,388	$0.00	0	I	See footnote⁽⁹⁾⁽¹²⁾
Series E Preferred Stock⁽⁵⁾	⁽⁵⁾	03/22/2017		C			800,804	⁽⁵⁾	⁽⁵⁾	Common Stock	800,804	$0.00	0	I	See footnote⁽⁹⁾⁽¹²⁾
Series F Preferred Stock⁽⁶⁾	⁽⁶⁾	03/22/2017		C			765,227	⁽⁶⁾	⁽⁶⁾	Common Stock	765,227	$0.00	0	I	See footnote⁽⁹⁾⁽¹⁰⁾⁽¹³⁾
Series G Preferred Stock⁽⁷⁾	⁽⁷⁾	03/22/2017		C			8,906	⁽⁷⁾	⁽⁷⁾	Common Stock	8,906	$0.00	0	I	See footnote⁽⁹⁾⁽¹⁰⁾⁽¹⁴⁾
Class B Common Stock⁽¹¹⁾⁽¹⁵⁾	⁽¹⁵⁾	03/22/2017		J		17,847,745		⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	17,847,745	$0.00	17,847,745	I	See footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

Explanation of Responses:

1. The Series A Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

2. The Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

3. The Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

4. The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

5. The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

6. The Series F Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

7. The Series G Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

8. Consists of 17,540,569 shares held of record by Hummer Winblad Venture Partners V, L.P. ("HWVP V") for itself and as nominee for Hummer Winblad Venture Partners V-A, L.P. ("HWVP VA") and 307,176 shares held of record by Hummer Winblad Venture Partners VI, L.P. ("HWVP VI").

9. Hummer Winblad Equity Partners V, L.L.C. ("HW Equity V") is the general partner of HWVP V and HWVP VA. The Reporting Person is a managing member of HW Equity V and shares voting and dispositive power with respect to the shares held of record by HWVP V. HW Equity V and the Reporting Person disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.

10. Hummer Winblad Equity Partners VI, L.L.C. ("HW Equity VI") is the general partner of HWVP VI. The Reporting Person is a managing member of HW Equity VI and shares voting and dispositive power with respect to the shares held of record by HWVP VI. HW Equity VI and the Reporting Person disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.

11. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

12. The shares are held of record by HWVP V for itself and as nominee for HWVP VA.

13. Consists of 459,136 shares held of record by HWVP V for itself and as nominee for HWVP VA and 306,091 shares held of record by HWVP VI.

14. Consists of 7,821 shares held of record by HWVP V for itself and as nominee for HWVP VA and 1,085 shares held of record by HWVP VI.

15. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

Remarks:

This Form 4 is one of two Form 4s filed on the date hereof in respect of these shares. The Reporting Person for the other Form 4 is Hummer Winblad Venture Partners V, L.P.

	/s/ Aref Wardak, Attorney-in-Fact	03/22/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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