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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FORESCOUT TECHNOLOGIES, INC [ FSCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/23/2018 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/23/2018 | S(1) | 929,881 | D | $27.637 | 2,773,380 | I | See footnote(2) | ||
Common Stock | 03/23/2018 | S(1) | 182,639 | D | $27.637 | 544,726 | I | See footnote(3) | ||
Common Stock | 03/23/2018 | S(1) | 80,515 | D | $27.637 | 240,139 | I | See footnote(4) | ||
Common Stock | 25,000 | I | See footnote(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The Reporting Persons sold shares to the underwriters in connection with the closing of the Issuer's follow-on public offering. The reported sale price reflects the price at which the Reporting Person sold shares to the underwriters, which is net of underwriting commissions. |
2. The shares are held of record by Accel VIII L.P. ("Accel VIII"). Arthur C. Patterson and James R. Swartz are the managing members of Accel VIII Associates LLC ("Accel Associates"), the general partner of Accel VIII, and share voting and dispositive power over the shares held by Accel VIII. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
3. The shares are held of record by Accel Internet Fund IV L.P. ("Fund IV"). Messrs. Patterson and Swartz are the managing members of Accel Associates, the general partner of Fund IV, and share voting and dispositive power over the shares held by Fund IV. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
4. The shares are held of record by Accel Investors 2000 L.L.C. ("Investors 2000"). Messrs. Patterson and Swartz are the managing members of Investors 2000 and share voting and dispositive power over the shares held by Investors 2000. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
5. The shares are held directly by ACP Family Partnership L.P. Members of Arthur C. Patterson's immediate family are beneficial holders of ACP Family Partnership L.P., and the reporting person may be deemed to exercise voting and investment power over such shares. |
Remarks: |
/s/ Tracy L. Sedlock, as attorney in fact | 03/27/2018 | |
/s/ Tracy L. Sedlock, as attorney in fact for Accel VIII Associates LLC, the General Partner of Accel VIII L.P. | 03/27/2018 | |
/s/ Tracy L. Sedlock, as attorney in fact for Accel VIII Associates LLC, the General Partner of Accel Internet Fund IV L.P. | 03/27/2018 | |
/s/ Tracy L. Sedlock, as attorney in fact for Accel Investors 2000 L.L.C. | 03/27/2018 | |
/s/ Tracy L. Sedlock, as attorney in fact for Arthur C. Patterson | 03/27/2018 | |
/s/ Tracy L. Sedlock, as attorney in fact for James R. Swartz | 03/27/2018 | |
** 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). | ||
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. |