0001209191-17-044684.txt : 20170710 0001209191-17-044684.hdr.sgml : 20170710 20170710190055 ACCESSION NUMBER: 0001209191-17-044684 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170706 FILED AS OF DATE: 20170710 DATE AS OF CHANGE: 20170710 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tintri, Inc. CENTRAL INDEX KEY: 0001554875 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 262906978 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 303 RAVENDALE DR CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-810-8200 MAIL ADDRESS: STREET 1: 303 RAVENDALE DR CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HALIFAX IAN R CENTRAL INDEX KEY: 0001207751 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38117 FILM NUMBER: 17958809 MAIL ADDRESS: STREET 1: C/O WIND RIVER SYSTEMS, INC. STREET 2: 500 WIND RIVER WAY CITY: ALAMEDA STATE: CA ZIP: 94501 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-07-06 0 0001554875 Tintri, Inc. TNTR 0001207751 HALIFAX IAN R C/O TINTRI, INC. 303 RAVENDALE DRIVE MOUNTAIN VIEW CA 94043 0 1 0 0 Chief Financial Officer Common Stock 2017-03-30 4 A 0 28333 A 154304 D Common Stock 2017-03-30 4 A 0 5952 A 160256 D Common Stock 2017-05-30 4 A 0 62500 A 222756 D Common Stock 2017-06-01 4 D 0 88520 13.68 D 134236 D Common Stock 2017-07-06 4 C 0 13622 A 147858 D Stock Option (right to buy) 13.68 2015-03-31 4 A 0 54166 0.00 A 2025-03-31 Common Stock 54166 54166 D Stock Option (right to buy) 13.68 2017-05-30 4 A 0 20833 0.00 A 2027-05-30 Common Stock 20833 20833 D Stock Option (right to buy) 13.68 2017-05-30 4 A 0 88520 0.00 A 2017-07-06 2027-05-30 Common Stock 88520 88520 D Series F Preferred Stock 2017-06-01 4 D 0 4541 0.00 D Common Stock 13622 0 D Series F Preferred Stock 2017-06-01 4 A 0 4541 0.00 A Common Stock 13622 4541 D Series F Preferred Stock 2017-07-06 4 C 0 4541 0.00 D Common Stock 13622 0 D 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. 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. 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. The Series F Preferred Stock automatically converted into shares of Common Stock on a 2.9999959-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series F Preferred Stock had no expiration date. 25% of the shares subject to the option vested on March 31, 2016 and an additional 1/48 of the shares vest monthly thereafter. 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. See Exhibit 99.1 The Series F Preferred Stock was, at the option of the holder, convertible into shares of Common Stock on a 1-for-1 basis and was automatically converted 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 had no expiration date. /s/ Michael Coleman, by power of attorney 2017-07-10 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT


EXHIBIT 99.1 - EXPLANATION OF RESPONSES

 (7)  On June 1, 2017, the Issuer amended and restated its certificate of
incorporation to modify certain variable rate adjustment provisions applicable
to the conversion ratios of the Series E, Series E-1 and Series F Preferred
Stock, and to create two new series of preferred stock, designated Series E-2
Preferred Stock and Series F-2 Preferred Stock (the "June Reclassification").
Immediately prior to the June Reclassification, the Issuer's certificate of
incorporation provided for a variable rate adjustment provision which provided
that, if the IPO Price is less than $47.826108, the number of shares of Common
Stock issuable to a holder of Series E Preferred Stock and/or Series E-1
Preferred Stock upon automatic conversion in connection with the IPO, would be
determined by multiplying (a) the conversion price of the Series E and/or Series
E-1 Preferred Stock held by such holder by (b) a fraction, the numerator of
which would be the IPO Price, and the denominator of which would be $47.826108
(the "Series E Variable Rate Adjustment Provision") and also provided that in
the event the Issuer completes a qualified IPO in which the IPO Price is less
than $48.444 per share,  the number of shares of Common Stock issuable to a
holder of Series F Preferred Stock upon automatic conversion in connection with
the IPO, would be determined by multiplying (a) the conversion price of the
Series F Preferred Stock held by such holder by (b) a fraction, the numerator of
which would be the IPO Price, and the denominator of which would be $48.444 (the
"Series F Variable Rate Adjustment Provision"). Pursuant to the June
Reclassification, the Series E Variable Rate Adjustment Provision and the Series
F Variable Rate Adjustment Provision were replaced with fixed conversion rate
provisions, which provided that, in the event that the Issuer's IPO occurs on or
prior to July 30, 2017, the number of shares of Common Stock issuable upon
automatic conversion in connection with the IPO would be determined: (A) with
respect to holders of Series E Preferred Stock, by multiplying the number of
shares of Series E Preferred Stock held by such holder by a fraction, the
numerator of which would be $43.47828, and the denominator of which would be
$14.49276, (B) with respect to holders of Series E-1 Preferred Stock, by
multiplying the number of shares of Series E-1 Preferred Stock held by such
holder by a fraction, the numerator of which would be $43.47828, and the
denominator of which would be $25.84704, and (C) with respect to holders of
Series F Preferred Stock, by multiplying the number of Shares of Series F
Preferred Stock held by such holder by a fraction, the numerator of which would
be $44.04, and the denominator of which would be $14.68002. The June
Reclassification was structured to comply with Rule 16b-3 of the Securities
Exchange Act of 1934, as amended.