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^*

McClain Mark D.

(Last)

(First)

(Middle)

11120 FOUR POINTS DRIVE,

SUITE 100

(Street)

AUSTIN

78726

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sailpoint Technologies Holdings, Inc. [ SAIL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2020

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	05/15/2020		S		20,000	D	$20.29⁽¹⁾	1,348,898	D
Common Stock	05/15/2020		S		30,000	D	$20.29⁽²⁾	810,994	I	By McClain Charitable Remainder Unitrust⁽³⁾
Common Stock	05/15/2020		S		2,000	D	$20.29⁽⁴⁾	38,000	I	By McClain RHD 2015 Trust⁽⁵⁾
Common Stock	05/15/2020		S		2,000	D	$20.29⁽⁶⁾	38,000	I	By McClain ADM 2015 Trust⁽⁵⁾
Common Stock	05/15/2020		S		2,000	D	$20.29⁽⁷⁾	38,000	I	By McClain GMM 2015 Trust⁽⁵⁾

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)

Explanation of Responses:

1. On May 15, 2020, pursuant to a plan of disposition adopted on June 14, 2019 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plan"), Mr. McClain sold 20,000 shares in a single trade at a price of $20.29 per share. No more than 240,000 shares may be sold in the aggregate under the 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 240,000 shares in the aggregate have been sold.

2. On May 15, 2020, pursuant to a plan of disposition adopted on June 14, 2019 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "Unitrust 10b5-1 Plan"), the McClain Charitable Remainder Unitrust (the "Unitrust") sold 30,000 shares in a single trade at a price of $20.29 per share. No more than 420,000 shares may be sold in the aggregate under the Unitrust 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 420,000 shares in the aggregate have been sold.

3. Mr. McClain is a co-trustee for the Unitrust, and he shares investment control over, and may be deemed to have a pecuniary interest in, the shares held by the Unitrust. As such, Mr. McClain may be deemed to beneficially own all of the shares held by the Unitrust; however, Mr. McClain disclaims beneficial ownership of the shares held by the Unitrust except to the extent of his pecuniary interest therein.

4. On May 15, 2020, pursuant to a plan of disposition adopted on June 14, 2019 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "RHD 10b5-1 Plan"), the McClain RHD 2015 Trust (the "RHD Trust") sold 2,000 shares in a single trade at a price of $20.29 per share. No more than 24,000 shares may be sold in the aggregate under the RHD 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 24,000 shares in the aggregate have been sold.

5. Mr. McClain is a co-trustee for each of the RHD Trust, McClain ADM 2015 Trust (the "ADM Trust") and McClain GMM 2015 Trust (the "GMM Trust", and together with the RHD Trust and the ADM Trust, the "Family Trusts"). The beneficiary of each of the Family Trusts is an immediate family member of Mr. McClain's. As such, Mr. McClain may be deemed to beneficially own all of the shares held by the Family Trusts; however, Mr. McClain disclaims beneficial ownership of the shares held by the Family Trusts except to the extent of his pecuniary interest therein.

6. On May 15, 2020, pursuant to a plan of disposition adopted on June 14, 2019 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "ADM 10b5-1 Plan"), the ADM Trust sold 2,000 shares in a single trade at a price of $20.29 per share. No more than 24,000 shares may be sold in the aggregate under the ADM 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 24,000 shares in the aggregate have been sold.

7. On May 15, 2020, pursuant to a plan of disposition adopted on June 14, 2019 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "GMM 10b5-1 Plan"), the GMM Trust sold 2,000 shares in a single trade at a price of $20.29 per share. No more than 24,000 shares may be sold in the aggregate under the GMM 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 24,000 shares in the aggregate have been sold.

Remarks:

	/s/Christopher G. Schmitt, Attorney-in-Fact	05/18/2020
	** 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 4 (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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