0001209191-17-044691.txt : 20170710 0001209191-17-044691.hdr.sgml : 20170710 20170710191651 ACCESSION NUMBER: 0001209191-17-044691 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170706 FILED AS OF DATE: 20170710 DATE AS OF CHANGE: 20170710 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tintri, Inc. CENTRAL INDEX KEY: 0001554875 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 262906978 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 303 RAVENDALE DR CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-810-8200 MAIL ADDRESS: STREET 1: 303 RAVENDALE DR CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHAEPE CHRISTOPHER J CENTRAL INDEX KEY: 0001185068 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38117 FILM NUMBER: 17958839 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-07-06 0 0001554875 Tintri, Inc. TNTR 0001185068 SCHAEPE CHRISTOPHER J 2200 SAND HILL ROAD MENLO PARK CA 94025 1 0 1 0 Common Stock 2017-07-06 4 C 0 1306484 0.00 A 1306484 I See footnotes Common Stock 2017-07-06 4 C 0 580800 0.00 A 1887284 I See footnotes Common Stock 2017-07-06 4 C 0 217477 0.00 A 2104761 I See footnotes Common Stock 2017-07-06 4 C 0 350441 0.00 A 2455202 I See footnotes Common Stock 2017-07-06 4 C 0 140177 0.00 A 2595379 I See footnotes Common Stock 2017-07-06 4 C 0 190978 0.00 A 2786357 I See footnotes Common Stock 2017-07-06 4 P 0 597858 7.00 A 3384215 I See footnotes Series E Preferred Stock 2017-04-10 4 D 0 208331 0.00 D Common Stock 208331 0 I See footnotes Series E Preferred Stock 2017-04-10 4 A 0 208331 0.00 A Common Stock 208331 208331 I See footnotes Series E-1 Preferred Stock 2017-04-10 4 D 0 83333 0.00 D Common Stock 140177 0 I See footnotes Series E-1 Preferred Stock 2017-04-10 4 A 0 83333 0.00 A Common Stock 140177 83333 I See footnotes Series E Preferred Stock 2017-06-01 4 D 0 208331 0.00 D Common Stock 208331 0 I See footnotes Series E-2 Preferred Stock 2017-06-01 4 A 0 208331 0.00 A Common Stock 208331 208331 I See footnotes Series E-1 Preferred Stock 2017-06-01 4 D 0 83333 0.00 D Common Stock 140177 0 I See footnotes Series E-1 Preferred Stock 2017-06-01 4 A 0 83333 0.00 A Common Stock 140177 83333 I See footnotes Series F Preferred Stock 2017-06-01 4 D 0 113533 0.00 D Common Stock 113533 0 I See footnotes Series F-2 Preferred Stock 2017-06-01 4 A 0 113533 0.00 A Common Stock 113533 113533 I See footnotes Stock Purchase Warrant (right to buy) 16.44 2017-06-01 4 A 0 516137 0.00 A 2017-07-10 2027-06-01 Common Stock 516137 516137 I See footnotes Series B Preferred Stock 2017-07-06 4 C 0 1306484 0.00 D Common Stock 1306484 0 I See footnotes Series C Preferred Stock 2017-07-06 4 C 0 580800 0.00 D Common Stock 580800 0 I See footnotes Series D Preferred Stock 2017-07-06 4 C 0 217477 0.00 D Common Stock 217477 0 I See footnotes Series E-2 Preferred Stock 2017-07-06 4 C 0 208331 0.00 D Common Stock 350441 0 I See footnotes Series E-1 Preferred Stock 2017-07-06 4 C 0 83333 0.00 D Common Stock 140177 0 I See footnotes Series F-2 Preferred Stock 2017-07-06 4 C 0 113533 0.00 D Common Stock 190978 0 I See footnotes Note Purchase Agreement (obligation to purchase) 7.00 2017-07-06 4 J 0 4275000.00 0.00 A Common Stock 610714 610714 I See footnote The Series B Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date. Shares held by Lightspeed Venture Partners VIII, L.P. ("LVP VIII"). Lightspeed Ultimate General Partner VIII, Ltd. ("LUGP VIII") is the sole general partner of Lightspeed General Partner VIII, L.P., which serves as the sole general partner of LVP VIII. Barry Eggers, Ravi Mhatre, Peter Y. Nieh and Christopher J. Schaepe, the directors of LUGP VIII, share voting and dispositive power with respect to the shares held of record by LVP VIII. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. The Series C Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series C Preferred Stock had no expiration date. The Series D Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series D Preferred Stock had no expiration date. The Series E-2 Preferred Stock automatically converted into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series E-2 Preferred Stock had no expiration date. The Series E-1 Preferred Stock automatically converted into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series E-1 Preferred Stock had no expiration date. The Series F-2 Preferred Stock automatically converted into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series F-2 Preferred Stock had no expiration date. Lightspeed engaged in a deemed disposition of shares of Series E Preferred Stock and Series E-1 Preferred Stock pursuant to an amendment and restatement of the Issuer's certificate of incorporation on April 10, 2017,in which the conversion terms of the Series E Preferred Stock and Series E-1 Preferred Stock were modified (the "April Reclassification"), as described in Exhibit 99.1. 1. See Exhibit 99.1 Lightspeed engaged in a deemed acquisition of shares of Series E Preferred Stock and Series E-1 Preferred Stock pursuant to the April Reclassification as described in Exhibit 99.1. Pursuant to a recapitalization, shares of Series E Preferred Stock were exchanged for shares of Series E-2 Preferred Stock on a 1-for-1 basis. 2. See Exhibit 99.1 Lightspeed constructively disposed of shares of Series E-1 Preferred Stock pursuant to an amendment of the Issuer's certificate of incorporation on June 1, 2017 in which the conversion terms of the Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock were modified, and two new series of preferred stock designated Series E-2 Preferred Stock and Series F-2 Preferred Stock, were created (the "June Reclassification"), as described in Exhibit 99.1. Lightspeed constructively acquired shares of Series E-1 Preferred Stock pursuant to the June Reclassification, as described in Exhibit 99.1. Pursuant to a recapitalization, shares of Series F Preferred Stock were exchanged for shares of Series F-2 Preferred Stock on a 1-for-1 basis. At any time on or after December 1, 2019, upon the election of the Issuer pursuant to the approval of a majority of the members of the Issuer's board of directors and subject to the terms and conditions of any outstanding Note(s), any outstanding principal amount of the Note(s) and all accrued and unpaid interest on the Note(s) shall automatically convert into fully paid and nonassessable shares of common stock at the initial public offering price of $7.00 per share. The Issuer's right to draw funds under the Note Purchase Agreement and to cause any resulting Note(s) to convert into common stock will expire on December 1, 2019. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Note, shall be due and payable on the earlier of (i) 540 days from the date of issuance of such Note(s), or (ii) when, upon the occurrence and during the continuance of an Event of Default (as defined in such Note(s)), such amounts are declared due and payable by Reporting Person or made automatically due and payable, in each case, in accordance with the terms of such Note(s). 3. See Exhibit 99.1 /s/ Christopher Schaepe 2017-07-10 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

EXHIBIT 99.1 - EXPLANATION OF RESPONSES
(CHRISTOPHER SCHAEPE)

(10)  Immediately prior to the April Reclassification, the Issuer's certificate
of incorporation provided that, in the event the Issuer completes a qualified
initial public offering ("IPO") in which the per share public offering price
(the "IPO Price") is less than $43.47828 per share, holders of Series E and
Series  E-1 Preferred Stock would have an option to receive cash in lieu of
converting their Series E and Series E-1 Preferred Stock into Common Stock.
Pursuant to the April Reclassification, the option to receive cash was replaced
with a variable rate adjustment provision which provided that, if the IPO Price
is less than $47.826108, the number of shares of Common Stock issuable to a
holder of Series E Preferred Stock and/or Series E-1 Preferred Stock upon
automatic conversion in connection with the IPO, would be determined by
multiplying (a) the conversion price of the Series E and/or Series E-1 Preferred
Stock held by such holder by (b) a fraction, the numerator of which would be the
IPO Price, and the denominator of which would be $47.826108 (the "Series E
Variable Rate Adjustment Provision"). The April Reclassification was structured
to comply with Rule 16b-3 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")."
(13)  On June 1, 2017, the Issuer amended and restated its certificate of
incorporation to modify certain variable rate adjustment provisions applicable
to the conversion ratios of the Series E, Series E-1 and Series F Preferred
Stock (the "June Reclassification"). Immediately prior to the June
Reclassification, the Issuer's certificate of incorporation provided for the
Series E Variable Rate Adjustment Provision described in footnote 10 above  and
also provided that in the event the Issuer completes a qualified IPO in which
the IPO Price is less than $48.444 per share,  the number of shares of Common
Stock issuable to a holder of Series F Preferred Stock upon automatic conversion
in connection with the IPO, would be determined by multiplying (a) the
conversion price of the Series F Preferred Stock held by such holder by (b) a
fraction, the numerator of which would be the IPO Price, and the denominator of
which would be $48.444 (the "Series F Variable Rate Adjustment Provision").
Pursuant to the June Recapitalization, the Series E Variable Rate Adjustment
Provision and the Series F Variable Rate Adjustment Provision were replaced with
fixed conversion rate provisions, which provided that, in the event that the
Issuer's IPO occurs on or prior to July 30, 2017, the number of shares of Common
Stock issuable upon automatic conversion in connection with the IPO would be
determined: (A) with respect to holders of Series E Preferred Stock, by
multiplying the number of shares of Series E Preferred Stock held by such holder
by a fraction, the numerator of which would be $43.47828, and the denominator of
which would be $14.49276, (B) with respect to holders of Series E-1 Preferred
Stock, by multiplying the number of shares of Series E-1 Preferred Stock held by
such holder by a fraction, the numerator of which would be $43.47828, and the
denominator of which would be $25.84704, and (C) with respect to holders of
Series F Preferred Stock, by multiplying the number of Shares of Series F
Preferred Stock held by such holder by a fraction, the numerator of which would
be $44.04, and the denominator of which would be $14.68002. In addition, in
connection with the June Reclassification, the Issuer created a new Series E-2
Preferred Stock and a new Series F-2 Preferred Stock, which had the same rights,
preferences and privileges as the Series E Preferred Stock and Series F
Preferred Stock, respectively, other than with respect to their conversion
provisions. Certain holders of Series E Preferred Stock and Series F Preferred
Stock, including Lightspeed, exchanged their shares of Series E Preferred Stock
and Series F Preferred Stock for shares of Series E-2 Preferred Stock and Series
F-2 Preferred Stock, respectively, on a one-for-one basis.  The Issuer's
certificate of incorporation provided that, in the event that the Issuer's IPO
occurs on or prior to July 30, 2017, the number of shares of Common Stock
issuable upon automatic conversion in connection with the IPO would be
determined: (X) with respect to holders of Series E-2 Preferred Stock, by
multiplying the number of shares of Series E-2 Preferred Stock held by such
holder by a fraction, the numerator of which would be $43.47828, and the
denominator of which would be $25.84704, and (Y) with respect to holders of
Series F-2 Preferred Stock, by multiplying the number of shares of Series F-2
Preferred Stock held by such holder by a fraction, the numerator of which would
be $44.04, and the denominator of which would be $26.18094. The June
Reclassification was structured to comply with Rule 16b-3 of the Exchange Act.
(19)  On May 4, 2017, the Issuer entered into a Note Purchase Agreement (the
"Note Purchase Agreement") with LVP VIII and other preferred stockholders,
pursuant to which such stockholders have agreed to purchase from the Issuer, at
the Issuer's election, one or more subordinated convertible promissory notes
("Notes"), having an aggregate maximum principal amount of $25 million.
Effective July 6, 2017, the Note Purchase Agreement was amended (the
"Amendment") to provide that (among other things), (i) if and when issued, the
Notes will have an interest rate of 8.0% per annum and will mature 18 months
from the date of issuance, and (ii) at any time on or after December 1, 2019, at
the Issuer's election, the Issuer may convert the amounts outstanding under the
Notes, if any, into common stock at the initial public offering price of $7.00
per share. The maximum amount that LVP VIII would be required to loan the Issuer
under the Note Purchase Agreement is $4,275,000. The Amendment was structured to
comply with Rule 16b-3 of the Securities Exchange Act. of 1934, as amended.