SEC FORM 3

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^*

HALIFAX IAN R

(Last)

(First)

(Middle)

C/O TINTRI, INC.

303 RAVENDALE DRIVE

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2017

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

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

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

5. 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 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)
Common Stock	34,535	D
Common Stock	5,952⁽¹⁾	D
Common Stock	28,333⁽²⁾	D
Common Stock	2,916⁽³⁾	D
Common Stock	62,500⁽⁴⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series F Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	4,541⁽⁶⁾	$0.00⁽⁵⁾	D
Stock Option (right to buy)	⁽⁷⁾	03/31/2025	Common Stock	54,166	$13.68	D
Stock Option (right to buy)	⁽⁸⁾	05/30/2027	Common Stock	20,833	$13.68	D
Stock Option (right to buy)	⁽⁹⁾	05/30/2027	Common Stock	88,520	$13.68	D

Explanation of Responses:

1. Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. 100% of the RSUs vest on March 15, 2018, provided that certain Issuer performance milestones are achieved.

2. Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. 50% of the RSUs vest on March 19, 2018 and the remaining 50% of the RSUs shall vest on an annual basis over the following 2 years.

3. Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. 50% of the RSUs vest on March 19, 2018 and the remaining 50% of the RSUs shall vest on March 19, 2019.

4. Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. 3/8 of the RSU's vest on March 15, 2018 and an additional 1/8 of the RSU's shall vest every three months thereafter.

5. The Series F Preferred Stock is, at the option of the holder, convertible into shares of Common Stock on a 1-for-1 basis and will automatically convert into shares of Common Stock on a 2.9999959-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series F Preferred Stock does not have an expiration date.

6. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series F Preferred Stock held by the Reporting Person will convert into a total of 13,622 shares of Common Stock in connection with the Issuer's initial public offering.

7. 25% of the shares subject to the option vested on March 31, 2016 and an additional 1/48 of the shares vest monthly thereafter.

8. 1/24 of the shares subject to the option will vest on August 1, 2017 and an additional 1/24 of the shares vest monthly thereafter.

9. 100% of the shares subject to the option will vest on the closing of the Issuer's initial public offering.

Remarks:

	/s/ Michael Coleman, by power of attorney	06/29/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.