SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GOUW RANZETTA THERESIA

(Last)

(First)

(Middle)

C/O FORESCOUT TECHNOLOGIES, INC.

190 WEST TASMAN DRIVE

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2017

3. Issuer Name and Ticker or Trading Symbol
FORESCOUT TECHNOLOGIES, INC [ FSCT ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	74,881	I	See footnote⁽¹⁾
Common Stock	15,217	I	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series F Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	89,841	⁽³⁾	I	See footnote⁽¹⁾
Series F Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	18,258	⁽³⁾	I	See footnote⁽²⁾
Series G Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	411,134	⁽⁴⁾	I	See footnote⁽¹⁾
Series G Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	83,552	⁽⁴⁾	I	See footnote⁽²⁾

Explanation of Responses:

1. The reported shares are held of record by Aspect Ventures, L.P. ("Aspect Ventures"). As a managing partner of Aspect Ventures Management, LLC ("Aspect Management"), the general partner of Aspect Ventures, the reporting person shares voting and dispositive power with respect to the shares held by Aspect Ventures. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.

2. The reported shares are held of record by Aspect Ventures 1-A, L.P. ("Aspect 1-A"). As a managing partner of Aspect Management, the general partner of Aspect 1-A, the reporting person shares voting and dispositive power with respect to the shares held by Aspect 1-A. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of any individual pecuniary interest therein.

3. The Series F Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

4. Subject to certain adjustments, the Series G Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

Remarks:

Exhibit 24 Power of Attorney

	/s/ Russell J. Wood, by power of attorney	10/26/2017
	** 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 5 (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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