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