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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/26/2017 |
3. Issuer Name and Ticker or Trading Symbol
FORESCOUT TECHNOLOGIES, INC [ FSCT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 163,668 | I | See footnotes(1)(2)(3)(4) |
Common Stock | 109,112 | I | See footnotes(2)(3)(4)(5) |
Common Stock | 76,378 | I | See footnotes(2)(3)(4)(6) |
Common Stock | 3,634 | I | See footnotes(2)(3)(4)(7) |
Common Stock | 10,910 | I | See footnotes(2)(3)(4)(8) |
Common Stock | 29,600 | I | See footnotes(2)(3)(4)(9) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock | (10) | (10) | Common Stock | 5,221 | (10) | I | See footnotes(1)(2)(3)(4) |
Series B Convertible Preferred Stock | (10) | (10) | Common Stock | 3,480 | (10) | I | See footnotes(2)(3)(4)(5) |
Series B Convertible Preferred Stock | (10) | (10) | Common Stock | 2,426 | (10) | I | See footnotes(2)(3)(4)(6) |
Series B Convertible Preferred Stock | (10) | (10) | Common Stock | 105 | (10) | I | See footnotes(2)(3)(4)(7) |
Series B Convertible Preferred Stock | (10) | (10) | Common Stock | 316 | (10) | I | See footnotes(2)(3)(4)(8) |
Series B Convertible Preferred Stock | (10) | (10) | Common Stock | 1,423 | (10) | I | See footnotes(2)(3)(4)(9) |
Series C Convertible Preferred Stock | (11) | (11) | Common Stock | 125,521 | (11) | I | See footnotes(2)(3)(4)(12) |
Series D Convertible Preferred Stock | (13) | (13) | Common Stock | 1,502,163 | (13) | I | See footnotes(1)(2)(3)(4) |
Series D Convertible Preferred Stock | (13) | (13) | Common Stock | 1,001,441 | (13) | I | See footnotes(2)(3)(4)(5) |
Series D Convertible Preferred Stock | (13) | (13) | Common Stock | 701,010 | (13) | I | See footnotes(2)(3)(4)(6) |
Series D Convertible Preferred Stock | (13) | (13) | Common Stock | 33,380 | (13) | I | See footnotes(2)(3)(4)(7) |
Series D Convertible Preferred Stock | (13) | (13) | Common Stock | 100,143 | (13) | I | See footnotes(2)(3)(4)(8) |
Series D Convertible Preferred Stock | (13) | (13) | Common Stock | 925 | (13) | I | See footnotes(2)(3)(4)(9) |
Series D Convertible Preferred Stock | (13) | (13) | Common Stock | 85,275 | (13) | I | See Footnotes(2)(3)(4)(12) |
Series E Convertible Preferred Stock | (14) | (14) | Common Stock | 436,026 | (14) | I | See footnotes(1)(2)(3)(4) |
Series E Convertible Preferred Stock | (14) | (14) | Common Stock | 290,684 | (14) | I | See footnotes(2)(3)(4)(5) |
Series E Convertible Preferred Stock | (14) | (14) | Common Stock | 203,478 | (14) | I | See footnotes(2)(3)(4)(6) |
Series E Convertible Preferred Stock | (14) | (14) | Common Stock | 9,688 | (14) | I | See footnotes(2)(3)(4)(7) |
Series E Convertible Preferred Stock | (14) | (14) | Common Stock | 29,068 | (14) | I | See footnotes(2)(3)(4)(8) |
Series F Convertible Preferred Stock | (15) | (15) | Common Stock | 540,494 | (15) | I | See footnotes(2)(3)(4)(9) |
Series F Convertible Preferred Stock | (15) | (15) | Common Stock | 648,592 | (15) | I | See footnotes(2)(3)(4)(16) |
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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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 reported shares are held of record by Amadeus II 'A' ("Amadeus A"). Amadeus II General Partner LP ("Amadeus II GP") is the general partner of Amadeus A. |
2. Amadeus General Partner LTD ("Amadeus GP LTD") and Amadeus Capital GP LLP ("Amadeus Capital GP") are the general partners of each of the Direct General Partners (as defined in footnote 16 below). Amadeus Capital Partners Limited ("Amadeus Limited") and Amadeus GP LTD are the partners of Amadeus Capital GP. Amadeus Limited is the manager of each of the Amadeus Funds (as defined in footnote 16 below) and the Direct General Partners and has sole voting and dispositive power with respect to the shares held by the Amadeus Funds. The directors of Amadeus Limited have delegated their voting and dispositive power with respect to the shares held by each of the Amadeus Funds to a committee comprised of more than three members (the "Amadeus Committee"). |
3. Each of the members of the Amadeus Committee share voting and dispositive power with respect to the shares held by the Amadeus Funds. Each of the Direct General Partners, the Amadeus Funds, the Amadeus Directors and members of the Amadeus Committee disclaim beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. |
4. All of the shares of the Issuer held by the Amadeus Funds are subject to a voting agreement (as described in the Issuer's Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission (File No. 333-220767)) pursuant to which the Issuer's Chief Executive Officer holds an irrevocable proxy with, under certain circumstances, voting control over such shares. |
5. The reported shares are held of record by Amadeus II 'B' ("Amadeus B"). Amadeus II GP is the general partner of Amadeus B. |
6. The reported shares are held of record by Amadeus II 'C' ("Amadeus C"). Amadeus II GP is the general partner of Amadeus C. |
7. The reported shares are held of record by Amadeus II 'D' GmbH & Co KG ("Amadeus GmbH"). Amadeus II GP is the general partner of Amadeus GmbH. |
8. The reported shares are held of record by Amadeus II Affiliates Fund L.P. ("Affiliates Fund"). Amadeus II GP is the general partner of Affiliates Fund. |
9. The reported shares are held of record by Amadeus IV Velocity Fund L.P. ("Velocity Fund"). Amadeus IV Velocity GP LP ("Amadeus Velocity GP") is the general partner of Velocity Fund. |
10. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on an approximate 1:52.7 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
11. The Series C Convertible Preferred Stock shall automatically convert into Common Stock on an approximate 1:52.7 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
12. The reported shares are held of record by Amadeus EI L.P. ("Amadeus EI"). Amadeus EI General Partner LP ("Amadeus EI GP") is the general partner of Amadeus EI. |
13. The Series D 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. |
14. The Series E 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. |
15. 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. |
16. The reported shares are held of record by Amadeus EII L.P. ("Amadeus EII" and together with each of Amadeus A, Amadeus B, Amadeus C, Amadeus GmbH, Affiliates Fund, Velocity Fund and Amadeus EI, the "Amadeus Funds"). Amadeus EII General Partner LP ("Amadeus EII GP" and together with each of Amadeus II GP, Amadeus Velocity GP and Amadeus EI GP, the "Direct General Partners") is the general partner of Amadeus EII. |
Remarks: |
This report on Form 3 is the first of two reports relating to the same transaction and is filed to enable all joint filers to gain access to the EDGAR filing system. |
/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II 'A' | 10/26/2017 | |
/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II 'B' | 10/26/2017 | |
/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II 'C' | 10/26/2017 | |
/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II 'D' GmbH & Co KG | 10/26/2017 | |
/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II Affiliates Fund L.P. | 10/26/2017 | |
/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus EI L.P. | 10/26/2017 | |
/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus EII L.P. | 10/26/2017 | |
/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus IV Velocity Fund L.P. | 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). | ||
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. |