0001628280-17-010678.txt : 20171102
0001628280-17-010678.hdr.sgml : 20171102
20171102160756
ACCESSION NUMBER: 0001628280-17-010678
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171031
FILED AS OF DATE: 20171102
DATE AS OF CHANGE: 20171102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pitango Parallel Investor Fund III (USA) L.P.
CENTRAL INDEX KEY: 0001602376
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38253
FILM NUMBER: 171172351
BUSINESS ADDRESS:
STREET 1: BORDERFREE, INC.
STREET 2: 292 MADISON AVENUE, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-299-3500
MAIL ADDRESS:
STREET 1: BORDERFREE, INC.
STREET 2: 292 MADISON AVENUE, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pitango Principals Fund III (USA) L.P.
CENTRAL INDEX KEY: 0001602349
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38253
FILM NUMBER: 171172353
BUSINESS ADDRESS:
STREET 1: BORDERFREE, INC.
STREET 2: 292 MADISON AVENUE, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-299-3500
MAIL ADDRESS:
STREET 1: BORDERFREE, INC.
STREET 2: 292 MADISON AVENUE, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pitango Venture Capital Fund III (USA) L.P.
CENTRAL INDEX KEY: 0001602359
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38253
FILM NUMBER: 171172356
BUSINESS ADDRESS:
STREET 1: BORDERFREE, INC.
STREET 2: 292 MADISON AVENUE, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-299-3500
MAIL ADDRESS:
STREET 1: BORDERFREE, INC.
STREET 2: 292 MADISON AVENUE, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pitango Venture Capital Fund III (USA) Non-Q L.P.
CENTRAL INDEX KEY: 0001602351
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38253
FILM NUMBER: 171172355
BUSINESS ADDRESS:
STREET 1: BORDERFREE, INC.
STREET 2: 292 MADISON AVENUE, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-299-3500
MAIL ADDRESS:
STREET 1: BORDERFREE, INC.
STREET 2: 292 MADISON AVENUE, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pitango Venture Capital Fund III Trusts 2000 Ltd.
CENTRAL INDEX KEY: 0001602350
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38253
FILM NUMBER: 171172352
BUSINESS ADDRESS:
STREET 1: BORDERFREE, INC.
STREET 2: 292 MADISON AVENUE, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-299-3500
MAIL ADDRESS:
STREET 1: BORDERFREE, INC.
STREET 2: 292 MADISON AVENUE, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PITANGO VENTURE CAPITAL FUND III (ISRAELI INVESTORS) LP
CENTRAL INDEX KEY: 0001358529
STATE OF INCORPORATION: L3
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38253
FILM NUMBER: 171172354
BUSINESS ADDRESS:
STREET 1: 11 HA MENOFIM ST
CITY: HERZLIYA
STATE: L3
ZIP: 000000
BUSINESS PHONE: 972 9 971 8100
MAIL ADDRESS:
STREET 1: 11 HA MENOFIM ST
CITY: HERZLIYA
STATE: L3
ZIP: 000000
FORMER NAME:
FORMER CONFORMED NAME: PITANGO VENTURE CAPITAL FUND II ISRAELI INVESTORS LP
DATE OF NAME CHANGE: 20060405
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pitango V.C. Fund III General Partner
CENTRAL INDEX KEY: 0001720798
STATE OF INCORPORATION: L3
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38253
FILM NUMBER: 171172357
BUSINESS ADDRESS:
STREET 1: 11 HAMENOFIM STREET, BLDG B
CITY: HERZELIYA
STATE: L3
ZIP: 46725
BUSINESS PHONE: 972-9-9718137
MAIL ADDRESS:
STREET 1: 11 HAMENOFIM STREET, BLDG B
CITY: HERZELIYA
STATE: L3
ZIP: 46725
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: FORESCOUT TECHNOLOGIES, INC
CENTRAL INDEX KEY: 0001145057
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
IRS NUMBER: 510406800
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 900 E. HAMILTON AVE #300
CITY: CAMPBELL
STATE: CA
ZIP: 95008
BUSINESS PHONE: 866-377-8771
MAIL ADDRESS:
STREET 1: 900 E. HAMILTON AVE #300
CITY: CAMPBELL
STATE: CA
ZIP: 95008
FORMER COMPANY:
FORMER CONFORMED NAME: FORESCOUT TECHNOLOGIES INC
DATE OF NAME CHANGE: 20010717
4
1
wf-form4_150965326131266.xml
FORM 4
X0306
4
2017-10-31
0
0001145057
FORESCOUT TECHNOLOGIES, INC
FSCT
0001720798
Pitango V.C. Fund III General Partner
11 HAMENOFIM STREET, BUILDING B
HERZELIYA
L3
46725
ISRAEL
0
0
1
0
0001602359
Pitango Venture Capital Fund III (USA) L.P.
11 HAMENOFIM STREET, BUILDING B
HERZELIYA
L3
46725
ISRAEL
0
0
1
0
0001602351
Pitango Venture Capital Fund III (USA) Non-Q L.P.
11 HAMENOFIM STREET, BUILDING B
HERZELIYA
L3
46725
ISRAEL
0
0
1
0
0001358529
PITANGO VENTURE CAPITAL FUND III (ISRAELI INVESTORS) LP
11 HAMENOFIM STREET, BUILDING B
HERZELIYA
L3
46725
ISRAEL
0
0
1
0
0001602349
Pitango Principals Fund III (USA) L.P.
11 HAMENOFIM STREET, BUILDING B
HERZELIYA
L3
46725
ISRAEL
0
0
1
0
0001602376
Pitango Parallel Investor Fund III (USA) L.P.
11 HAMENOFIM STREET, BUILDING B
HERZELIYA
L3
46725
ISRAEL
0
0
1
0
0001602350
Pitango Venture Capital Fund III Trusts 2000 Ltd.
11 HAMENOFIM STREET, BUILDING B
HERZELIYA
L3
46725
ISRAEL
0
0
1
0
Common Stock
2017-10-31
4
C
0
2476816
A
2526405
I
See footnote
Common Stock
2017-10-31
4
C
0
228953
A
233536
I
See footnote
Common Stock
2017-10-31
4
C
0
669726
A
683134
I
See footnote
Common Stock
2017-10-31
4
C
0
87182
A
88926
I
See footnote
Common Stock
2017-10-31
4
C
0
338330
A
345533
I
See footnote
Common Stock
2017-10-31
4
C
0
174319
A
177808
I
See footnotes
Series B Convertible Preferred Stock
2017-10-31
4
C
0
14031
0
D
Common Stock
739998.0
0
I
See footnote
Series B Convertible Preferred Stock
2017-10-31
4
C
0
1297
0
D
Common Stock
68404.0
0
I
See footnote
Series B Convertible Preferred Stock
2017-10-31
4
C
0
3794
0
D
Common Stock
200096.0
0
I
See footnote
Series B Convertible Preferred Stock
2017-10-31
4
C
0
494
0
D
Common Stock
26053.0
0
I
See footnote
Series B Convertible Preferred Stock
2017-10-31
4
C
0
4090
0
D
Common Stock
215707.0
0
I
See footnote
Series B Convertible Preferred Stock
2017-10-31
4
C
0
988
0
D
Common Stock
52106.0
0
I
See footnotes
Series C Convertible Preferred Stock
2017-10-31
4
C
0
5259
0
D
Common Stock
277358.0
0
I
See footnote
Series C Convertible Preferred Stock
2017-10-31
4
C
0
486
0
D
Common Stock
25630.0
0
I
See footnote
Series C Convertible Preferred Stock
2017-10-31
4
C
0
1422
0
D
Common Stock
74995.0
0
I
See footnote
Series C Convertible Preferred Stock
2017-10-31
4
C
0
185
0
D
Common Stock
9756.0
0
I
See footnote
Series C Convertible Preferred Stock
2017-10-31
4
C
0
369
0
D
Common Stock
19460.0
0
I
See footnote
Series D Convertible Preferred Stock
2017-10-31
4
C
0
753146
0
D
Common Stock
753146.0
0
I
See footnote
Series D Convertible Preferred Stock
2017-10-31
4
C
0
69623
0
D
Common Stock
69623.0
0
I
See footnote
Series D Convertible Preferred Stock
2017-10-31
4
C
0
203649
0
D
Common Stock
203649.0
0
I
See footnote
Series D Convertible Preferred Stock
2017-10-31
4
C
0
26511
0
D
Common Stock
26511.0
0
I
See footnote
Series D Convertible Preferred Stock
2017-10-31
4
C
0
41853
0
D
Common Stock
41853.0
0
I
See footnote
Series D Convertible Preferred Stock
2017-10-31
4
C
0
53028
0
D
Common Stock
53028.0
0
I
See footnote
Series D-1 Convertible Preferred Stock
2017-10-31
4
C
0
151186
0
D
Common Stock
151186.0
0
I
See footnote
Series D-1 Convertible Preferred Stock
2017-10-31
4
C
0
13976
0
D
Common Stock
13976.0
0
I
See footnote
Series D-1 Convertible Preferred Stock
2017-10-31
4
C
0
40880
0
D
Common Stock
40880.0
0
I
See footnote
Series D-1 Convertible Preferred Stock
2017-10-31
4
C
0
5322
0
D
Common Stock
5322.0
0
I
See fotenote
Series D-1 Convertible Preferred Stock
2017-10-31
4
C
0
10643
0
D
Common Stock
10643.0
0
I
See footnote
Series E Convertible Preferred Stock
2017-10-31
4
C
0
555128
0
D
Common Stock
555128.0
0
I
See footnote
Series E Convertible Preferred Stock
2017-10-31
4
C
0
51320
0
D
Common Stock
51320.0
0
I
See footnote
Series E Convertible Preferred Stock
2017-10-31
4
C
0
150106
0
D
Common Stock
150106.0
0
I
See footnote
Series E Convertible Preferred Stock
2017-10-31
4
C
0
19540
0
D
Common Stock
19540.0
0
I
See footnote
Series E Convertible Preferred Stock
2017-10-31
4
C
0
80770
0
D
Common Stock
80770.0
0
I
See footnote
Series E Convertible Preferred Stock
2017-10-31
4
C
0
39082
0
D
Common Stock
39082.0
0
I
See footnotes
The Series B Convertible Preferred Stock automatically converted 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 had no expiration date.
The Series C Convertible Preferred Stock automatically converted 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 had no expiration date.
The Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
The Series D-1 Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
The Series E Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
The shares are held of record by Pitango Venture Capital Fund III (USA) L.P. ("Fund III USA"). Pitango V.C. Fund III General Partner ("Pitango GP"), the general partner of Fund III USA, has sole voting and dispositive power with respect to the shares held by Fund III USA. The partners of Pitango GP are eight private companies that are each owned by one of the following individuals: Rami Beracha, Bruce Crocker, Isaac Hillel, Rami Kalish, a director of the Issuer, Aaron Mankovski, Chemi Peres, Isaac Shrem and Zeev Binman, respectively (the "Principals"), and share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Fund III USA except to the extent of any pecuniary interest therein.
The shares are held of record by Pitango Venture Capital Fund III (USA) Non-Q L.P. ("Fund III USA Non-Q"). Pitango GP, the general partner of Fund III USA Non-Q, has sole voting and dispositive power with respect to the shares held by Fund III USA Non-Q. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Fund III USA Non-Q except to the extent of any pecuniary interest therein.
The shares are held of record by Pitango Venture Capital Fund III (Israeli Investors) L.P. ("Fund III Israeli Investors"). Pitango GP, the general partner of Fund III Israeli Investors, has sole voting and dispositive power with respect to the shares held by Fund III Israeli Investors. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Fund III Israeli Investors except to the extent of any pecuniary interest therein.
The shares are held of record by Pitango Principals Fund III (USA) L.P. ("Principals Fund III"). Pitango GP, the general partner of Principals Fund III, has sole voting and dispositive power with respect to the shares held by Principals Fund III. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Principals Fund III except to the extent of any pecuniary interest therein.
The shares are held of record by Pitango Parallel Investor Fund III (USA) L.P ("Parallel Investor Fund"). Pitango GP, the general partner of Parallel Investor Fund, has sole voting and dispositive power with respect to the shares held by Parallel Investor Fund. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Parallel Investor Fund except to the extent of any pecuniary interest therein.
The shares are held of record by Pitango Venture Capital Fund III Trusts 2000 Ltd ("Capital Fund 2000"). Capital Fund 2000 is owned and controlled indirectly by the Principals which holds shares of the Issuer in trust for three limited partnerships: Pitango CEO Fund III (USA) L.P., Pitango CEO Fund III (Israel) L.P. and Pitango Family Fund III (Israel) L.P. These three limited partnerships are managed by their sole general partner, the GP.
Pitango GP, the general partner of Parallel Investor Fund, has sole voting and dispositive power with respect to the shares held by Capital Fund 2000. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Capital Fund 2000. Such persons and entities disclaim beneficial ownership of the securities held by Capital Fund 2000 except to the extent of any pecuniary interest therein.
This report on Form 3 is the first of two reports relating to the same transaction.
/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner
2017-11-02
/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III (USA) L.P.
2017-11-02
/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III (USA) Non-Q L.P.
2017-11-02
/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III (Israeli Investors) L.P.
2017-11-02
/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Principals Fund III (USA) L.P.
2017-11-02
/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Parallel Investor Fund III (USA) L.P.
2017-11-02
/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III Trusts 2000 Ltd
2017-11-02