0001209191-19-030619.txt : 20190516 0001209191-19-030619.hdr.sgml : 20190516 20190516185245 ACCESSION NUMBER: 0001209191-19-030619 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190516 FILED AS OF DATE: 20190516 DATE AS OF CHANGE: 20190516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARLBORG W ERIC CENTRAL INDEX KEY: 0001191203 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38897 FILM NUMBER: 19833766 MAIL ADDRESS: STREET 1: PROVIDE COMMERCE, INC. STREET 2: 5005 WATERIDGE VISTA DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hartenbaum Howard CENTRAL INDEX KEY: 0001547424 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38897 FILM NUMBER: 19833767 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: August Capital VI Special Opportunities, L.P. CENTRAL INDEX KEY: 0001552636 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38897 FILM NUMBER: 19833768 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 234-9900 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: August Capital VI, L.P. CENTRAL INDEX KEY: 0001552637 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38897 FILM NUMBER: 19833769 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 234-9900 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: August Capital Management VI, L.L.C. CENTRAL INDEX KEY: 0001552638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38897 FILM NUMBER: 19833770 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 234-9900 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fastly, Inc. CENTRAL INDEX KEY: 0001517413 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 275411834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 475 BRANNAN STREET 2: SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-525-3481 MAIL ADDRESS: STREET 1: 475 BRANNAN STREET 2: SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: Skycache, Inc.(DE) DATE OF NAME CHANGE: 20110405 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-05-16 0 0001517413 Fastly, Inc. FSLY 0001552638 August Capital Management VI, L.L.C. C/O AUGUST CAPITAL 1475 FOLSOM STREET, #200 SAN FRANCISCO CA 94103 0 0 1 0 0001552637 August Capital VI, L.P. C/O AUGUST CAPITAL 1475 FOLSOM STREET, #200 SAN FRANCISCO CA 94103 0 0 1 0 0001552636 August Capital VI Special Opportunities, L.P. C/O AUGUST CAPITAL 1475 FOLSOM STREET, #200 SAN FRANCISCO CA 94103 0 0 1 0 0001547424 Hartenbaum Howard C/O AUGUST CAPITAL 1475 FOLSOM STREET, #200 SAN FRANCISCO CA 94103 0 0 1 0 0001191203 CARLBORG W ERIC C/O AUGUST CAPITAL 1475 FOLSOM STREET, #200 SAN FRANCISCO CA 94103 0 0 1 0 Series B Convertible Preferred Stock Class B Common Stock 8748395 I See Footnote Series C Convertible Preferred Stock Class B Common Stock 5871576 I See Footnote Series D Convertible Preferred Stock Class B Common Stock 1058801 I See Footnote Series E Convertible Preferred Stock Class B Common Stock 396542 I See Footnote The Series B Convertible Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series B Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock. Each share of Class B Common Stock will convert automatically into Class A Common Stock upon any transfer except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. Following the closing of the initial public offering, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earliest of (i) the first trading day falling nine months after the date on which the shares of Class B Common Stock represent less than 10% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock, (ii) the date specified by the vote of the holders of Class B Common Stock representing at least a majority of the outstanding shares of Class B Common Stock, or (iii) the first trading day falling ten years after the Effective Time as defined in the Issuer's amended and restated certificate of incorporation. These shares are held directly by August Capital VI, L.P. ("August VI"). August Capital Management VI, L.L.C. ("ACM VI") is the general partner of August VI and may be deemed to have sole voting and investment power over the shares held by August VI. David M. Hornik, a member of the Issuer's Board of Directors, Howard Hartenbaum, and W. Eric Carlborg are members of ACM VI, and may be deemed to have shared voting and investment power over the shares held by August VI. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities. The Series C Convertible Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series C Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock. These shares are held directly by August Capital VI Special Opportunities, L.P. ("August VI SO"). ACM VI is the general partner of August VI SO and may be deemed to have sole voting and investment power over the shares held by August VI SO. David M. Hornik, a member of the Issuer's Board of Directors, Howard Hartenbaum, and W. Eric Carlborg are members of ACM VI, and may be deemed to have shared voting and investment power over the shares held by August VI SO. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities. The Series D Convertible Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series D Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock. The Series E Convertible Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series E Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock. This report is one of two reports, each on a separate Form 3, but relating to the same transactions being filed by entities affiliated with August Capital and their applicable members. August Capital Management VI, L.L.C., By: Abigail Hipps, Attorney-in-Fact 2019-05-16 August Capital VI, L.P., By: August Capital Management VI, L.L.C., its general partner, By: /s/ Abigail Hipps, Attorney-in-Fact 2019-05-16 August Capital VI Special Opportunities, L.P., By: August Capital Management VI, L.L.C., its general partner, By: Abigail Hipps, Attorney-in-Fact 2019-05-16 Howard Hartenbaum, By: /s/ Abigail Hipps, Attorney-in- Fact 2019-05-16 W. Eric Carlborg, By: /s/ Abigail Hipps, Attorney-in-Fact 2019-05-16 EX-24.3_853695 2 poa.txt POA DOCUMENT AUGUST CAPITAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person listed on Schedule A attached hereto (each a "Granting Entity," and collectively the "Granting Entities") and each person listed on Schedule B attached hereto (each, a "Granting Equity Holder" and collectively, the "Granting Equity Holders"), hereby constitutes and appoints ABIGAIL HIPPS its true and lawful attorney-in-fact (the "Attorney-in-Fact") to act for and on behalf of such person in its own capacity and in its capacity as a manager, member, general partner or similar control person ("Control Person") of any other Granting Entity to: a. execute contracts, agreements, instruments, certificates and documents that arise in the ordinary course of business on behalf of such person in its own capacity and in its capacity as a Control Person in accordance with and subject to the provisions of the relevant governing documents of such person and applicable law, including, but not limited to, stock powers, stock purchase agreements, voting agreements, co-sale agreements, investor rights agreements, management rights agreements, proxies, ballots, indemnification agreements, waivers, stockholder written consents or amendments or modifications to any of the foregoing, and documents related to opening and maintaining bank and brokerage accounts; b. execute, individually or jointly with any other reporting persons, any and all reports, notices, communications and other documents (including, but not limited to, reports or filings on Form ADV, Form D, Schedule 13D, Schedule 13G, Form 13-F, Form 13H, Form 3, Form 4, Form 5 and any applicable registration statements) that such Granting Entity or Granting Equity Holder may be required to file with any foreign or domestic regulatory authority, including, but not limited to, the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 or the Investment Advisers Act of 1940, each as amended and with the implementing rules and regulations thereto (collectively, the "Reports") with respect to such person's (i) status as an officer, member or director of, or (ii) ownership of, or transactions in, securities of, any entity whose securities are beneficially owned (directly or indirectly) by such person; c. do and perform any and all acts for and on behalf of such Granting Entity or Granting Equity Holder that may be necessary or desirable to complete and execute any such Reports and timely file such forms, reports, notices and schedules with the United States Securities and Exchange Commission and any stock exchange or other domestic or foreign authority; and d. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such Granting Entity or Granting Equity Holder, it being understood that the documents executed by such attorney-in-fact on behalf of such person, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney in-fact may approve in his discretion. Each Granting Entity and Granting Equity Holder hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such person might or could do if personally present, with full power of revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each Granting Entity and Granting Equity Holder acknowledges that no such attorney in-fact, in serving in such capacity at the request of such person, is hereby assuming, nor is any other Granting Entity or Granting Equity Holder hereby assuming, any of such person's responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934 or otherwise. One or more additional Granting Entities or Granting Equity Holders may become a party to this Power of Attorney after the date hereof without the consent of any of the other parties hereto by executing a counterpart to this Power of Attorney. Schedule A and Schedule B shall be amended from time to time by the attorney-in-fact to reflect the addition or removal of any Granting Entity or Granting Equity Holder. This Power of Attorney shall remain in full force and effect with respect to a Granting Entity or a Granting Equity Holder until the sooner of (i) delivery by such Granting Entity or Granting Equity Holder to the Attorney-in-Fact at his last known business address of a written revocation, in whole or in part, of this Power of Attorney, (ii) delivery by August Capital Master Management Company, L.L.C. to the Attorney-in-Fact at his last known business address of a written revocation, in whole or in part, of this Power of Attorney or (iii) December 31, 2028. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed effective as of December 31, 2018. GRANTING ENTITIES AUGUST CAPITAL MANAGEMENT V, L.L.C. By: /s/ David Hornik Name: David Hornik Title: Member AUGUST CAPITAL V, L.P. By: August Capital Management V, L.L.C., its general partner By: /s/ David Hornik Name: David Hornik Title: Member AUGUST CAPITAL V SPECIAL OPPORTUNITIES, L.P. By: August Capital Management V, L.L.C., its general partner By: /s/ David Hornik Name: David Hornik Title: Member AUGUST CAPITAL STRATEGIC PARTNERS V, L.P. By: August Capital Management V, L.L.C., its general partner By: /s/ David Hornik Name: David Hornik Title: Member AUGUST CAPITAL MANAGEMENT VI, L.L.C. By: /s/ David Hornik Name: David Hornik Title: Member AUGUST CAPITAL VI, L.P. By: August Capital Management VI, L.L.C., its general partner By: /s/ David Hornik Name: David Hornik Title: Member AUGUST CAPITAL VI SPECIAL OPPORTUNITIES, L.P. By: August Capital Management VI, L.L.C., its general partner By: /s/ David Hornik Name: David Hornik Title: Member AUGUST CAPITAL MANAGEMENT VII, L.L.C. By: /s/ David Hornik Name: David Hornik Title: Member AUGUST CAPITAL VII, L.P. By: August Capital Management VII, L.L.C., its general partner By: /s/ David Hornik Name: David Hornik Title: Member AUGUST CAPITAL STRATEGIC PARTNERS VII, L.P. By: August Capital Management VII, L.L.C., its general partner By: /s/ David Hornik Name: David Hornik Title: Member AUGUST CAPITAL MASTER MANAGEMENT COMPANY, L.L.C. By: /s/ David Hornik Name: David Hornik Title: Member GRANTING EQUITY HOLDERS By: /s/ Howard Hartenbaum Howard Hartenbaum By: /s/ David Hornik David Hornik By: /s/ W. Eric Carlborg W. Eric Carlborg By: /s/ John B. Jones III John B. Jones III SCHEDULE A GRANTING ENTITIES August Capital Management V, L.L.C. August Capital Management VI, L.L.C. August Capital Management VII, L.L.C. August Capital Master Management Company, L.L.C. August Capital V, L.P. August Capital V Special Opportunities, L.P. August Capital Strategic Partners V, L.P. August Capital VI, L.P. August Capital VI Special Opportunities, L.P. August Capital VII, L.P. August Capital Strategic Partners VII, L.P. SCHEDULE B GRANTING EQUITY HOLDERS Howard Hartenbaum David Hornik W. Eric Carlborg John B. Jones III