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^*

Rizkallah Juliette

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2020

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	05/11/2020		M⁽¹⁾		5,500	A	$2.42	66,564	D
Common Stock	05/11/2020		S⁽¹⁾		5,500	D	$20.8854⁽²⁾	61,064	D

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)
Stock Option (right to buy)	$2.42	05/11/2020		M⁽¹⁾			5,500	⁽³⁾	08/18/2025	Common Stock	5,500	$0.00	79,350	D

Explanation of Responses:

1. The exercise and sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 5, 2020 (the "10b5-1 Plan"). No more than 84,425 shares may be sold in the aggregate under the 10b5-1 Plan, which terminates no later than March 31, 2021, regardless of whether the maximum of 84,425 shares in the aggregate have been sold.

2. Ms. Rizkallah sold 5,500 shares in multiple trades at prices ranging from $20.65 to $21.12 per share. The price reported above reflects the weighted average sale price. Ms. Rizkallah hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

3. Stock option granted on August 19, 2015, which fully vested as follows: (a) as to 37,840 shares, 25% of which vested on August 19, 2016 and then the remaining of which vested in equal installments on a monthly basis over the 36-month period following August 19, 2016, and (b) as to the remaining 60,000 shares, (i) a number of which vested on January 15 of the calendar year following the year in which the grant date occurred ("First Annual Vest Date") equal to the total number of such shares multiplied by the number of days between the grant date and January 1 of the calendar year following the year in which the grant date occurred and divided by 1,460; (ii) 75% of which vested in equal installments on each of the first, second and third anniversaries of the First Annual Vest Date; and (iii) the remaining of which vested on the 15th day of the calendar month following the month in which the fourth anniversary of the grant date occured.

Remarks:

	/s/ Christopher G. Schmitt, attorney-in-fact	05/13/2020
	** 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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