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).

1. Name and Address of Reporting Person^*

SCHAEPE CHRISTOPHER J

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Tintri, Inc. [ TNTR ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2017

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	07/06/2017		C		1,306,484	A	$0.00⁽¹⁾	1,306,484	I	See footnotes⁽²⁾⁽³⁾
Common Stock	07/06/2017		C		580,800	A	$0.00⁽⁴⁾	1,887,284	I	See footnotes⁽²⁾⁽³⁾
Common Stock	07/06/2017		C		217,477	A	$0.00⁽⁵⁾	2,104,761	I	See footnotes⁽²⁾⁽³⁾
Common Stock	07/06/2017		C		350,441	A	$0.00⁽⁶⁾	2,455,202	I	See footnotes⁽²⁾⁽³⁾
Common Stock	07/06/2017		C		140,177	A	$0.00⁽⁷⁾	2,595,379	I	See footnotes⁽²⁾⁽³⁾
Common Stock	07/06/2017		C		190,978	A	$0.00⁽⁸⁾	2,786,357	I	See footnotes⁽²⁾⁽³⁾
Common Stock	07/06/2017		P		597,858	A	$7	3,384,215	I	See footnotes⁽²⁾⁽³⁾

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)
Series E Preferred Stock	⁽⁹⁾⁽¹⁰⁾	04/10/2017		D			208,331	⁽⁹⁾⁽¹⁰⁾	⁽⁹⁾⁽¹⁰⁾	Common Stock	208,331	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁰⁾⁽¹¹⁾	04/10/2017		A		208,331		⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Common Stock	208,331	$0.00	208,331	I	See footnotes⁽²⁾⁽³⁾
Series E-1 Preferred Stock	⁽⁹⁾⁽¹⁰⁾	04/10/2017		D			83,333	⁽⁹⁾⁽¹⁰⁾	⁽⁹⁾⁽¹⁰⁾	Common Stock	140,177	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series E-1 Preferred Stock	⁽¹⁰⁾⁽¹¹⁾	04/10/2017		A		83,333		⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Common Stock	140,177	$0.00	83,333	I	See footnotes⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹²⁾⁽¹³⁾	06/01/2017		D			208,331	⁽¹²⁾⁽¹³⁾	⁽¹²⁾⁽¹³⁾	Common Stock	208,331	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series E-2 Preferred Stock	⁽¹²⁾⁽¹³⁾	06/01/2017		A		208,331		⁽¹²⁾⁽¹³⁾	⁽¹²⁾⁽¹³⁾	Common Stock	208,331	$0.00	208,331	I	See footnotes⁽²⁾⁽³⁾
Series E-1 Preferred Stock	⁽¹³⁾⁽¹⁴⁾	06/01/2017		D			83,333	⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Common Stock	140,177	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series E-1 Preferred Stock	⁽¹³⁾⁽¹⁵⁾	06/01/2017		A		83,333		⁽¹³⁾⁽¹⁵⁾	⁽¹³⁾⁽¹⁵⁾	Common Stock	140,177	$0.00	83,333	I	See footnotes⁽²⁾⁽³⁾
Series F Preferred Stock	⁽¹³⁾⁽¹⁶⁾	06/01/2017		D			113,533	⁽¹³⁾⁽¹⁶⁾	⁽¹³⁾⁽¹⁶⁾	Common Stock	113,533	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series F-2 Preferred Stock	⁽¹³⁾⁽¹⁶⁾	06/01/2017		A		113,533		⁽¹³⁾⁽¹⁶⁾	⁽¹³⁾⁽¹⁶⁾	Common Stock	113,533	$0.00	113,533	I	See footnotes⁽²⁾⁽³⁾
Stock Purchase Warrant (right to buy)	$16.44	06/01/2017		A		516,137		07/10/2017	06/01/2027	Common Stock	516,137	$0.00	516,137	I	See footnotes⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	07/06/2017		C			1,306,484	⁽¹⁾	⁽¹⁾	Common Stock	1,306,484	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series C Preferred Stock	⁽⁴⁾	07/06/2017		C			580,800	⁽⁴⁾	⁽⁴⁾	Common Stock	580,800	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series D Preferred Stock	⁽⁵⁾	07/06/2017		C			217,477	⁽⁵⁾	⁽⁵⁾	Common Stock	217,477	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series E-2 Preferred Stock	⁽⁶⁾	07/06/2017		C			208,331	⁽⁶⁾	⁽⁶⁾	Common Stock	350,441	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series E-1 Preferred Stock	⁽⁷⁾	07/06/2017		C			83,333	⁽⁷⁾	⁽⁷⁾	Common Stock	140,177	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series F-2 Preferred Stock	⁽⁸⁾	07/06/2017		C			113,533	⁽⁸⁾	⁽⁸⁾	Common Stock	190,978	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Note Purchase Agreement (obligation to purchase)	$7	07/06/2017		J		$4,275,000		⁽¹⁷⁾	⁽¹⁸⁾	Common Stock	610,714	$0.00	610,714	I	See footnote⁽¹⁹⁾

Explanation of Responses:

1. 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.

2. Shares held by Lightspeed Venture Partners VIII, L.P. ("LVP VIII").

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 1. See Exhibit 99.1

11. 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.

12. 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.

13. 2. See Exhibit 99.1

14. 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.

15. Lightspeed constructively acquired shares of Series E-1 Preferred Stock pursuant to the June Reclassification, as described in Exhibit 99.1.

16. 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.

17. 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.

18. 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).

19. 3. See Exhibit 99.1

Remarks:

	/s/ Christopher Schaepe	07/10/2017
	** Signature of Reporting Person	Date
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