SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* August Capital Management VI, L.L.C. (Last) (First) (Middle) C/O AUGUST CAPITAL 1475 FOLSOM STREET, #200 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/16/2019	3. Issuer Name and Ticker or Trading Symbol Fastly, Inc. [ FSLY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	8,748,395	(1)	I	See Footnote(3)
Series C Convertible Preferred Stock	(4)	(4)	Class B Common Stock(2)	5,871,576	(4)	I	See Footnote(5)
Series D Convertible Preferred Stock	(6)	(6)	Class B Common Stock(2)	1,058,801	(6)	I	See Footnote(5)
Series E Convertible Preferred Stock	(7)	(7)	Class B Common Stock(2)	396,542	(7)	I	See Footnote(5)

1. Name and Address of Reporting Person* August Capital Management VI, L.L.C. (Last) (First) (Middle) C/O AUGUST CAPITAL 1475 FOLSOM STREET, #200 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* August Capital VI, L.P. (Last) (First) (Middle) C/O AUGUST CAPITAL 1475 FOLSOM STREET, #200 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* August Capital VI Special Opportunities, L.P. (Last) (First) (Middle) C/O AUGUST CAPITAL 1475 FOLSOM STREET, #200 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Hartenbaum Howard (Last) (First) (Middle) C/O AUGUST CAPITAL 1475 FOLSOM STREET, #200 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CARLBORG W ERIC (Last) (First) (Middle) C/O AUGUST CAPITAL 1475 FOLSOM STREET, #200 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

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	05/16/2019
	August Capital VI, L.P., By: August Capital Management VI, L.L.C., its general partner, By: /s/ Abigail Hipps, Attorney-in-Fact	05/16/2019
	August Capital VI Special Opportunities, L.P., By: August Capital Management VI, L.L.C., its general partner, By: Abigail Hipps, Attorney-in-Fact	05/16/2019
	Howard Hartenbaum, By: /s/ Abigail Hipps, Attorney-in- Fact	05/16/2019
	W. Eric Carlborg, By: /s/ Abigail Hipps, Attorney-in-Fact	05/16/2019
	** Signature of Reporting Person	Date
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