SC 13G

0001193125-19-039409.txt : 20190214 0001193125-19-039409.hdr.sgml : 20190214 20190214083203 ACCESSION NUMBER: 0001193125-19-039409 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: HEF VI LIMITED PARTNERSHIP GROUP MEMBERS: HIGHLAND CAPITAL PARTNERS VI-B LIMITED PARTNERSHIP GROUP MEMBERS: HIGHLAND CAPITAL PARTNERS VII LIMITED PARTNERSHIP GROUP MEMBERS: HIGHLAND CAPITAL PARTNERS VII-B LIMITED PARTNERSHIP GROUP MEMBERS: HIGHLAND CAPITAL PARTNERS VII-C LIMITED PARTNERSHIP GROUP MEMBERS: HIGHLAND ENTREPRENEURS FUND VI LIMITED PARTNERSHIP GROUP MEMBERS: HIGHLAND ENTREPRENEURS FUND VII LIMITED PARTNERSHIP GROUP MEMBERS: HIGHLAND MANAGEMENT PARTNERS VI LIMITED PARTNERSHIP GROUP MEMBERS: HIGHLAND MANAGEMENT PARTNERS VI, INC. GROUP MEMBERS: HIGHLAND MANAGEMENT PARTNERS VII LIMITED PARTNERSHIP GROUP MEMBERS: HIGHLAND MANAGEMENT PARTNERS VII, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Carbon Black, Inc. CENTRAL INDEX KEY: 0001366527 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 550810166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90851 FILM NUMBER: 19601029 BUSINESS ADDRESS: STREET 1: 1100 WINTER ST. CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 617-393-7400 MAIL ADDRESS: STREET 1: 1100 WINTER ST. CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: BIT9, INC. DATE OF NAME CHANGE: 20110407 FORMER COMPANY: FORMER CONFORMED NAME: BIT9 INC DATE OF NAME CHANGE: 20060619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHLAND CAPITAL PARTNERS VI LP CENTRAL INDEX KEY: 0001135500 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TWO INTERNATIONAL PL CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6175311500 SC 13G 1 d695508dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

CARBON BLACK, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

14081R 103

(CUSIP Number)

Carbon Black, Inc., 1100 Winter Street, Waltham, MA 02451

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2018

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☐	Rule 13d-1(c)

☒	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 14081R 103		13G		Page 2 of 24


1.	NAMES OF REPORTING PERSONS Highland Capital Partners VI Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 2,035,739
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 2,035,739
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,035,739
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0% (1)
12.	TYPE OF REPORTING PERSON (see instructions) PN

(1)	The percentage is based upon 67,895,646 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2018, dated October 25, 2018.


CUSIP No. 14081R 103		13G		Page 3 of 24


1.	NAMES OF REPORTING PERSONS Highland Capital Partners VI-B Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 1,116,002
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 1,116,002
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,116,002
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6% (1)
12.	TYPE OF REPORTING PERSON (see instructions) PN

(1)	The percentage is based upon 67,895,646 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2018, dated October 25, 2018.


CUSIP No. 14081R 103		13G		Page 4 of 24


1.	NAMES OF REPORTING PERSONS Highland Entrepreneurs’ Fund VI Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 100,829
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 100,829
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,829
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% (1)
12.	TYPE OF REPORTING PERSON (see instructions) PN

(1)	The percentage is based upon 67,895,646 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2018, dated October 25, 2018.


CUSIP No. 14081R 103		13G		Page 5 of 24


1.	NAMES OF REPORTING PERSONS Highland Capital Partners VII Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 521,234
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 521,234
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 521,234
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.8% (1)
12.	TYPE OF REPORTING PERSON (see instructions) PN

(1)	The percentage is based upon 67,895,646 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2018, dated October 25, 2018.


CUSIP No. 14081R 103		13G		Page 6 of 24


1.	NAMES OF REPORTING PERSONS Highland Capital Partners VII-B Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 126,304
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 126,304
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 126,304
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% (1)
12.	TYPE OF REPORTING PERSON (see instructions) PN

(1)	The percentage is based upon 67,895,646 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2018, dated October 25, 2018.


CUSIP No. 14081R 103		13G		Page 7 of 24


1.	NAMES OF REPORTING PERSONS Highland Capital Partners VII-C Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 183,940
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 183,940
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,940
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3% (1)
12.	TYPE OF REPORTING PERSON (see instructions) PN

(1)	The percentage is based upon 67,895,646 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2018, dated October 25, 2018.


CUSIP No. 14081R 103		13G		Page 8 of 24


1.	NAMES OF REPORTING PERSONS Highland Entrepreneurs’ Fund VII Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 16,331
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 16,331
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,331
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.02% (1)
12.	TYPE OF REPORTING PERSON (see instructions) PN

(1)	The percentage is based upon 67,895,646 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2018, dated October 25, 2018.


CUSIP No. 14081R 103		13G		Page 9 of 24


1.	NAMES OF REPORTING PERSONS Highland Management Partners VI, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 3,252,570
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 3,252,570
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,252,570
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8% (1)
12.	TYPE OF REPORTING PERSON (see instructions) CO

(1)	The percentage is based upon 67,895,646 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2018, dated October 25, 2018.


CUSIP No. 14081R 103		13G		Page 10 of 24


1.	NAMES OF REPORTING PERSONS Highland Management Partners VI Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 3,151,741
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 3,151,741
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,151,741
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.6% (1)
12.	TYPE OF REPORTING PERSON (see instructions) PN

(1)	The percentage is based upon 67,895,646 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2018, dated October 25, 2018.


CUSIP No. 14081R 103		13G		Page 11 of 24


1.	NAMES OF REPORTING PERSONS Highland Management Partners VII, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 847,809
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 847,809
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 847,809
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.3% (1)
12.	TYPE OF REPORTING PERSON (see instructions) OO

(1)	The percentage is based upon 67,895,646 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2018, dated October 25, 2018.


CUSIP No. 14081R 103		13G		Page 12 of 24


1.	NAMES OF REPORTING PERSONS Highland Management Partners VII Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 847,809
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 847,809
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 847,809
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.3% (1)
12.	TYPE OF REPORTING PERSON (see instructions) PN

(1)	The percentage is based upon 67,895,646 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2018, dated October 25, 2018.


CUSIP No. 14081R 103		13G		Page 13 of 24


1.	NAMES OF REPORTING PERSONS HEF VI Limited Partnership
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 100,829
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 100,829
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,829
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% (1)
12.	TYPE OF REPORTING PERSON (see instructions) PN

(1)	The percentage is based upon 67,895,646 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2018, dated October 25, 2018.


CUSIP No. 14081R 103		13G		Page 14 of 24

Item 1.

(a)

Name of Issuer

Carbon Black, Inc.

(b)

Address of Issuer’s Principal Executive Offices

1100 Winter Street, Waltham, MA 02451 (617) 393-7400

Item 2.

(a)

Name of Person Filing

This Statement on Schedule 13G is being filed on behalf of:

(i)

Highland Capital Partners VI Limited Partnership, a Delaware limited partnership (“HCP VI”);

(ii)

Highland Capital Partners VI-B Limited Partnership, a Delaware limited partnership (“HCP VI-B”);

(iii)

Highland Entrepreneurs’ Fund VI Limited Partnership, a Delaware limited partnership (“HEF VI”);

(iv)

Highland Capital Partners VII Limited Partnership, a Delaware limited partnership (“HCP VII”);

(v)

Highland Capital Partners VII-B Limited Partnership, a Delaware limited partnership (“HCP VII-B”);

(vi)

Highland Capital Partners VII-C Limited Partnership, a Delaware limited partnership (“HCP VII-C”);

(vii)

Highland Entrepreneurs’ Fund VII Limited Partnership, a Delaware limited partnership (“HEF VII”);

(viii)

Highland Management Partners VI, Inc., a Delaware corporation (“Highland Management”);

(ix)

Highland Management Partners VI Limited Partnership, a Delaware limited partnership (“HMP VI”);

(x)

Highland Management Partners VII LLC, a Delaware limited liability company (“HMP LLC”);

(xi)

HEF VI Limited Partnership, a Delaware limited partnership (“HEF”); and

(xii)

Highland Management Partners VII, Limited Partnership, a Delaware limited partnership (“HMP VII”)

(b)

Address of Principal Business Office

c/o Highland Capital Partners

One Broadway, 16^th Floor

Cambridge, Massachusetts 02142

(c)

Citizenship


HCP VI		Delaware
HCP VI-B		Delaware
HEF VI		Delaware
HCP VII		Delaware
HCP VII-B		Delaware
HCP VII-C		Delaware
HEF VII		Delaware
Highland Management		Delaware
HMP VI		Delaware
HMP LLC		Delaware
HEF		Delaware
HMP VII		Delaware

(d)

Title of Class of Securities

Common stock, par value $0.001 per share


CUSIP No. 14081R 103		13G		Page 15 of 24

(e)

CUSIP Number 14081R 103

Item 3.

Not Applicable

Item 4.

Ownership.

(a) and (b) Amount beneficially owned:

(i)

HCP VI is the record owner of and beneficially owns 2,035,739 Shares (the “HCP VI Shares”) of Common Stock. HCP VI has the power to vote or direct the disposition of all of the HCP VI Shares. Such power is exercised through Highland Management as the sole general partner of HMP VI as the sole general partner of HCP VI.

(ii)

HCP VI-B is the record owner of and beneficially owns 1,116,002 Shares (the “HCP VI-B Shares”) of Common Stock. HCP VI-B has the power to vote or direct the disposition of all of the HCP VI-B Shares. Such power is exercised through Highland Management as the sole general partner of HMP VI as the sole general partner of HCP VI-B.

(iii)

HEF VI is the record owner of and beneficially owns 100,829 Shares (the “HEF VI Shares”) of Common Stock. HEF VI has the power to vote or direct the disposition of all of the HEF VI Shares. Such power is exercised through Highland Management as the sole general partner of HEF as the sole general partner of HEF VI.

(iv)

HCP VII is the record owner of and beneficially owns 521,234 Shares (the “HCP VII Shares”) of Common Stock. HCP VII has the power to vote or direct the disposition of all of the HCP VII Shares. Such power is exercised through HMP LLC as the sole general partner of HMP VII as the sole general partner of HCP VII.

(v)

HCP VII-B is the record owner of and beneficially owns 126,304 Shares (the “HCP VII-B Shares”) of Common Stock. HCP VII-B has the power to vote or direct the disposition of all of the HCP VII-C Shares. Such power is exercised through HMP LLC as the sole general partner of HMP VII as the sole general partner of HCP VII-B.

(vi)

HCP VII-C is the record owner of and beneficially owns 183,940 Shares (the “HCP VII-C Shares”) of Common Stock. HCP VII-C has the power to vote or direct the disposition of all of the HCP VII-C Shares. Such power is exercised through HMP LLC as the sole general partner of HMP VII as the sole general partner of HCP VII-C.

(vii)

HEF VII is the record owner of and beneficially owns 16,331 Shares (the “HEF VII Shares”) of Common Stock. HEF VII has the power to vote or direct the disposition of all of the HEF VII Shares. Such power is exercised through HMP LLC as the sole general partner of HMP VII as the sole general partner of HEF VII.

(viii)

HMP VI is the sole general partner of each of HCP VI and HCP VI-B and may be deemed to beneficially own the HCP VI Shares and HCP VI-B Shares.


CUSIP No. 14081R 103		13G		Page 16 of 24

(ix)

HEF is the sole general partner of HEF VI and may be deemed to beneficially own the HEF VI Shares.

(x)

Highland Management is the sole general partner of HMP VI and HEF VI and may be deemed to beneficially own the HCP VI Shares, the HCP VI-B Shares and the HEF VI Shares.

(xi)

HMP VII is the sole general partner of HCP VII, HCP VII-B, HCP VII-C and HEF VII and may be deemed to beneficially own the HCP VII Shares, the HCP VII-B Shares, the HCP VII-C Shares and the HEF VII Shares.

(xii)

HMP LLC is the sole general partner of HMP VII and may be deemed to beneficially own the HCP VII Shares, the HCP VII-B Shares, the HCP VII-C Shares and the HEF VII Shares.

Number of Shares of Common Stock

Reporting Person

(i)

(ii)

(iii)

(iv)

HCP VI

2,035,739 Shares

HCP VI-B

1,116,002 Shares

HEF VI

100,829 Shares

HCP VII

521,234 Shares

HCP VII-B

126,304 Shares

HCP VII-C

183,940 Shares

HEF VII

16,331 Shares

Highland Management

3,252,570 Shares

HMP VI

3,151,741Shares

HMP LLC

847,809 Shares

HMP VII

847,809 Shares

HEF

100,829 Shares

(i)

Sole power to vote or direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

The percentage is based upon 67,895,646 shares of Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2018, dated October 25, 2018.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐ .

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable.


CUSIP No. 14081R 103		13G		Page 17 of 24

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

Not Applicable


CUSIP No. 14081R 103		13G		Page 18 of 24

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the agreement set forth as Exhibit 1.


Highland Capital Partners VI Limited Partnership

By:	Highland Management Partners VI Limited Partnership, its General Partner

By:	Highland Management Partners VI, Inc., its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Capital Partners VI-B Limited Partnership

By:	Highland Management Partners VI Limited Partnership, its General Partner

By:	Highland Management Partners VI, Inc., its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Entrepreneurs’ Fund VI Limited Partnership

By:	HEF VI Limited Partnership, its General Partner

By:	Highland Management Partners VI, Inc., its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Capital Partners VII Limited Partnership

By:	Highland Management Partners VII Limited Partnership, its General Partner

By:	Highland Management Partners VII, LLC, its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Capital Partners VII-B Limited Partnership

By:	Highland Management Partners VI Limited Partnership, its General Partner

By:	Highland Management Partners VI, Inc., its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


CUSIP No. 14081R 103		13G		Page 19 of 24


Highland Capital Partners VII-C Limited Partnership

By:	Highland Management Partners VII Limited Partnership, its General Partner

By:	Highland Management Partners VII, LLC, its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Entrepreneurs’ Fund VII Limited Partnership

By:	HEF VII Limited Partnership, its General Partner

By:	Highland Management Partners VII, LLC, its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Management Partners VI, Limited Partnership

By:	Highland Management Partners VI, Inc., its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Management Partners VI, Inc.

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Management Partners VII, Limited Partnership

By:	Highland Management Partners VII, LLC, its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


CUSIP No. 14081R 103		13G		Page 20 of 24


Highland Management Partners VII, LLC

	By:	/s/ Jessica Healey
		Authorized Manager


HEF VI Limited Partnership

By:	Highland Management Partners VI, Inc., its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


CUSIP No. 14081R 103		13G		Page 21 of 24

EXHIBIT INDEX


Exhibit 1.		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

EX-99.1 2 d695508dex991.htm EX-99.1 EX-99.1


CUSIP No. 14081R 103		13G		Page 22 of 24

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Carbon Black, Inc.



				February 14, 2019
				Date


Highland Capital Partners VI Limited Partnership

By:	Highland Management Partners VI Limited Partnership, its General Partner

By:	Highland Management Partners VI, Inc., its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Capital Partners VI-B Limited Partnership

By:	Highland Management Partners VI Limited Partnership, its General Partner

By:	Highland Management Partners VI, Inc., its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Entrepreneurs’ Fund VI Limited Partnership

By:	HEF VI Limited Partnership, its General Partner

By:	Highland Management Partners VI, Inc., its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Capital Partners VII Limited Partnership

By:	Highland Management Partners VII Limited Partnership, its General Partner

By:	Highland Management Partners VII, LLC, its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


CUSIP No. 14081R 103		13G		Page 2 3 of 24


Highland Capital Partners VII-B Limited Partnership

By:	Highland Management Partners VII Limited Partnership, its General Partner

By:	Highland Management Partners VII, LLC, its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Capital Partners VII-C Limited Partnership

By:	Highland Management Partners VII Limited Partnership, its General Partner

By:	Highland Management Partners VII, LLC, its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Entrepreneurs’ Fund VII Limited Partnership

By:	HEF VII Limited Partnership, its General Partner

By:	Highland Management Partners VII, LLC, its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Management Partners VI, Limited Partnership

By:	Highland Management Partners VI, Inc., its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Management Partners VI, Inc.

	By:	/s/ Jessica Healey
		Authorized Manager


Highland Management Partners VII, Limited Partnership

By:	Highland Management Partners VII, LLC, its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager


CUSIP No. 14081R 103		13G		Page 24 of 24


Highland Management Partners VII, LLC

	By:	/s/ Jessica Healey
		Authorized Manager


HEF VI Limited Partnership

By:	Highland Management Partners VI, Inc., its General Partner

	By:	/s/ Jessica Healey
		Authorized Manager