0001156175-17-000009.txt : 20170330
0001156175-17-000009.hdr.sgml : 20170330
20170330161804
ACCESSION NUMBER: 0001156175-17-000009
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20170330
DATE AS OF CHANGE: 20170330
GROUP MEMBERS: BROOKSIDE CAPITAL PARTNERS FUND, L.P.
GROUP MEMBERS: BROOKSIDE CAPITAL TRADING FUND, L.P.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: MULESOFT, INC
CENTRAL INDEX KEY: 0001374684
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 205158650
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-89925
FILM NUMBER: 17725917
BUSINESS ADDRESS:
STREET 1: 77 GEARY ST.
STREET 2: SUITE 400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94108
BUSINESS PHONE: 415-229-2009
MAIL ADDRESS:
STREET 1: 77 GEARY ST.
STREET 2: SUITE 400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94108
FORMER COMPANY:
FORMER CONFORMED NAME: MULESOFT INC
DATE OF NAME CHANGE: 20100401
FORMER COMPANY:
FORMER CONFORMED NAME: MULESOURCE INC
DATE OF NAME CHANGE: 20060906
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Bain Capital Public Equity Management, LLC
CENTRAL INDEX KEY: 0001156175
IRS NUMBER: 043517087
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER COMPANY:
FORMER CONFORMED NAME: BROOKSIDE CAPITAL MANAGEMENT LLC
DATE OF NAME CHANGE: 20010801
SC 13G
1
MuleSoftInitial13G.txt
BAIN CAPITAL PUBLIC EQUITY INITIAL 13G MULESOFT, INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
MuleSoft, Inc. (Name of Issuer)
Common Stock
(Title of Class of Securities)
625207105 (CUSIP Number)
March 17, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
? Rule 13d-1(b)
? Rule 13d-1(c)
? Rule 13d-1(d)
* The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
CUSIP No. 625207105
13G
Page 2 of 7 Pages
1.
NAMES OF REPORTING PERSONS
Bain Capital Public Equity Management, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
1,593,771
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
1,593,771
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,593,771
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.25%
12.
TYPE OF REPORTING PERSON (see instructions)
PN
CUSIP No. 625207105
13G
Page 3 of 7 Pages
1.
NAMES OF REPORTING PERSONS
Brookside Capital Partners Fund, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
890,689
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
890,689
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
890,689
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.85%
12.
TYPE OF REPORTING PERSON (see instructions)
PN
CUSIP No. 625207105
13G
Page 4 of 7 Pages
1.
NAMES OF REPORTING PERSONS
Brookside Capital Trading Fund, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
703,082
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
703,082
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
703,082
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%
12.
TYPE OF REPORTING PERSON (see instructions)
PN
CUSIP No. 625207105
13G
Page 5 of 7 Pages
Item 1.
(a)
Name of Issuer
The name of the issuer to which this filing on Schedule 13G
relates is MuleSoft, Inc. (the "Company")
(b)
Address of Issuer's Principal Executive Offices
The principal executive offices of the Company are located at
77 GEARY ST., SUITE 400
SAN FRANCISCO CA 94108
Item 2.
(a)
Name of Person Filing
This Statement is being filed on behalf the following (collectively,
the "Reporting Persons"): (1) Brookside Capital Partners Fund, L.P.,
a Delaware limited partnership ("Partners Fund"), whose sole general
partner is Brookside Capital Investors, L.P., a Delaware limited
partnership ("Brookside Investors"), whose sole general partner is
Bain Capital Public Equity Management, LLC, a Delaware limited liability
company ("BCPE Management"); and (i) Brookside Capital Trading Fund, L.P.,
a Delaware limited partnership ("Trading Fund"), whose sole general
partner is Brookside Capital Investors II, L.P., a Delaware limited
partnership ("Brookside Investors II"), whose sole general partner is
BCPE Management.
The Reporting Persons have entered into a Joint Filing Agreement,
dated March 30, 2017, a copy of which is filed with this Schedule
13G as Exhibit A, pursuant to which the Reporting Persons have
agreed to file this statement jointly in accordance with the provisions
of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
(b)
Address of the Principal Office or, if none, residence
The principal business address of each of the Partners Fund,
Trading Fund, Brookside Investors, Brookside Investors II
and BCPE Management is c/o Bain Capital Public Equity, LP, 200
Clarendon Street, Boston, MA 02116.
(c)
Citizenship
Each of the Partners Fund, Trading Fund, Brookside Investors,
Brookside Investors II and BCPE Management is
organized under the laws of the State of Delaware.
(d)
Title of Class of Securities
The class of equity securities of the Company to which this
filing on Schedule 13G relates is Common Stock
("Common Stock").
(e)
CUSIP Number
The CUSIP number of the Company's Common Stock is 625207105.
Item 3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a)
?
Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b)
?
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
?
Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d)
?
Investment company registered under section 8 of the Investment Company Act
of 1940 (15 U.S.C. 80a-8).
(e)
?
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
?
An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g)
?
A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h)
?
A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)
?
A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
?
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
[x] If this statement is filed pursuant to 240.13d-1(c), check this box.
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer
identified in Item 1.
(a)
Amount beneficially owned: 1,593,771 (includes 890,689
Class B Common Stock Shares which are convertible at
any time, at the option of the holder, into Class A
Common Stock Shares).
(b)
Percent of class: 12.25% based upon 13,000,000 shares of Class A
Common Stock outstanding.
(c)
Number of shares as to which the person has: 1,593,771
(includes 890,689 Class B Common Stock Shares which are
convertible at any time, at the option of the
holder, into Class A Common Stock Shares).
(i)
Sole power to vote or to direct the vote: 1,593,771
(ii)
Shared power to vote or to direct the vote: 0.
(iii)
Sole power to dispose or to direct the disposition of: 1, 1,593,771
(iv)
Shared power to dispose or to direct the disposition of: 0.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having
that purpose or effect.
CUSIP No. 625207105
13G
Page 7 of 7 Pages
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: March 30, 2017
BAIN CAPITAL PUBLIC EQUITY MANAGEMENT, LLC
By:
Name: Joshua Ross
Title: Managing Director
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: Brookside Capital Investors, L.P.,
its general partner
By: Bain Capital Public Equity Management, LLC,
its general partner
By:
Name: Joshua Ross
Title: Managing Director
BROOKSIDE CAPITAL TRADING FUND, L.P.
By: Brookside Capital Investors II, L.P.,
its general partner
By: Bain Capital Public Equity Management, LLC,
its general partner
By:
Name: Joshua Ross
Title: Managing Director
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
The undersigned hereby agree as follows:
(i) The Statement on Schedule 13G, and any amendments thereto,
to which this Agreement is annexed as Exhibit A is and will be
filed on behalf of each of them in accordance with the provisions
of Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended; and
(ii) Each of them is responsible for the timely filing of
such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning
such person contained therein; but none of them is
responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such
person knows or has reason to believe that such information
is inaccurate.
Dated: March 30, 2017
BAIN CAPITAL PUBLIC EQUITY MANAGEMENT, LLC
By:
Name: Joshua Ross
Title: Managing Director
BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By: Brookside Capital Investors, L.P.,
its general partner
By: Bain Capital Public Equity Management, LLC,
its general partner
By:
Name: Joshua Ross
Title: Managing Director
BROOKSIDE CAPITAL TRADING FUND, L.P.
By: Brookside Capital Investors II, L.P.,
its general partner
By: Bain Capital Public Equity Management, LLC,
its general partner
By:
Name: Joshua Ross
Title: Managing Director
Includes 890,689 Class B Common Stock Shares which are convertible
at any time, at the option of the holder, into Class A
Common Stock Shares.
The percentage of Common Stock reported owned by the Reporting
Persons is based upon 13,000,0000 shares of Class A
Common Stock outstanding as reported in the Issuer's Prospectus
dated March 17, 2017.
These are Class B Common Stock Shares which are convertible at
any time, at the option of the holder, into Class A Common
Stock Shares.
The percentage of Common Stock reported owned by the Reporting
Persons is based upon 13,000,0000 shares of Class A
Common Stock outstanding as reported in the Issuer's Prospectus
dated March 17, 2017.
The percentage of Common Stock reported owned by the Reporting
Persons is based upon 13,000,0000 shares of Class A
Common Stock outstanding as reported in the Issuer's Prospectus
dated March 17, 2017.
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