SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Morgan-Prager Karole

(Last)

(First)

(Middle)

21300 VICTORY BLVD., 12TH FLOOR

(Street)

WOODLAND HILLS

91367

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BLACKLINE, INC. [ BL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF LEGAL AND ADMINISTRATIVE

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/08/2024		M⁽¹⁾		6,351	A	$14	120,216	D
Common Stock	11/08/2024		M⁽¹⁾		6,351	A	$14	126,567	D
Common Stock	11/08/2024		M⁽¹⁾		37,479	A	$14	164,046	D
Common Stock	11/08/2024		S⁽¹⁾		47,200	D	$60.46⁽²⁾	116,846	D
Common Stock	11/08/2024		S⁽¹⁾		2,981	D	$61.07⁽³⁾	113,865	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$14	11/08/2024		M⁽¹⁾			6,351	⁽⁴⁾	10/16/2026	Common Stock	6,351	$0	43,830	D
Stock Option (Right to Buy)	$14	11/08/2024		M⁽¹⁾			6,351	⁽⁴⁾	10/16/2026	Common Stock	6,351	$0	37,479	D
Stock Option (Right to Buy)	$14	11/08/2024		M⁽¹⁾			37,479	⁽⁴⁾	10/16/2026	Common Stock	37,479	$0	0	D

Explanation of Responses:

1. The transaction reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2024.

2. The sale price represents the weighted average price of shares sold ranging from $60.00 to $60.99 per share, and is rounded to the nearest tenth of a cent. Upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

3. The sale price represents the weighted average price of shares sold ranging from $61.00 to $61.18 per share, and is rounded to the nearest tenth of a cent. Upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

4. The options became exercisable based on the following vesting schedule: The shares subject to the option vested in 4 equal, annual installments beginning on the one-year anniversary of the grant date, subject to the reporting person's continued service through each applicable vesting date.

	/s/ Karole Morgan-Prager	11/12/2024
	** 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 4 (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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