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