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*
Milliken Darren J.

(Last) (First) (Middle)
C/O FORESCOUT TECHNOLOGIES, INC.
190 WEST TASMAN DRIVE

(Street)
SAN JOSE CA 95134

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FORESCOUT TECHNOLOGIES, INC [ FSCT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, GC & Corp Compliance Ofcr
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2019
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)
Code V Amount (A) or (D) Price
Common Stock 05/15/2019 F 1,867(1) D $34.8 54,227(2) D
Common Stock 05/15/2019 M 15,887 A $8.44 70,114 D
Common Stock 05/15/2019 S(3) 16,650 D $35.158(4) 53,464 D
Common Stock 05/15/2019 S(3) 3,916 D $35.83(5) 49,548 D
Common Stock 05/16/2019 S(3) 1,720 D $35.275(6) 47,828 D
Common Stock 05/16/2019 S(3) 1,810 D $35.637(7) 46,018 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $8.44 05/15/2019 M 15,887 (8) 02/04/2024 Common Stock 15,887 $0.00 33,269 D
Explanation of Responses:
1. These shares were withheld by the Issuer in order to cover tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs").
2. This total includes 37,644 shares of the Issuer's common stock underlying RSUs. These RSUs were previously reported in Table II of the Reporting Person's Form 4 reports.
3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
4. This sale price represents the weighted average sale price of the shares sold ranging from $34.74 to $35.735 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
5. This sale price represents the weighted average sale price of the shares sold ranging from $35.74 to $35.93 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
6. This sale price represents the weighted average sale price of the shares sold ranging from $34.52 to $35.51 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
7. This sale price represents the weighted average sale price of the shares sold ranging from $35.52 to $35.84 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
8. The shares subject to the option are fully vested and immediately exercisable.
Remarks:
/s/ Darren J. Milliken 05/17/2019
** 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.