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^*

Bay Management Co XI LLC

(Last)

(First)

(Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2017

3. Issuer Name and Ticker or Trading Symbol
MULESOFT, INC [ MULE ]

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)
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 C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	2,090,140	⁽¹⁾	I	See footnote⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	10,504	⁽¹⁾	I	See footnote⁽⁴⁾
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock⁽²⁾	3,769,208	⁽⁵⁾	I	See footnote⁽³⁾
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock⁽²⁾	23,516	⁽⁵⁾	I	See footnote⁽⁴⁾
Series E Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽²⁾	460,637	⁽⁶⁾	I	See footnote⁽³⁾
Series E Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽²⁾	3,153	⁽⁶⁾	I	See footnote⁽⁴⁾
Series F Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock⁽²⁾	608,264	⁽⁷⁾	I	See footnote⁽³⁾
Series F Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock⁽²⁾	3,917	⁽⁷⁾	I	See footnote⁽⁴⁾
Series G Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽²⁾	88,498	⁽⁸⁾	I	See footnote⁽³⁾
Series G Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽²⁾	570	⁽⁸⁾	I	See footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

Bay Management Co XI LLC

(Last)

(First)

(Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK

94025

(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^*

Bay Partners XI L P

(Last)

(First)

(Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK

94025

(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^*

BAY PARTNERS XI PARALLEL FUND L P

(Last)

(First)

(Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK

94025

(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^*

PHILLIPS STUART G

(Last)

(First)

(Middle)

2180 SAND HILL ROAD, SUITE 345

(Street)

MENLO PARK

94025

(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 C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock.

2. Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

3. Shares are held by Bay Partners XI, L.P. ("BP XI"). Bay Management Company XI, LLC ("BMC XI"), the general partner of BP XI, has sole voting and dispositive power with respect to the shares held by BP XI. Stuart G. Phillips, the managing member of BMC XI, has sole voting and dispositive power with respect to the shares held by BP XI. 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. Shares are held by Bay Partners XI Parallel Fund, L.P. ("Parallel XI"). BMC XI, the general partner of Parallel XI, has sole voting and dispositive power with respect to the shares held by Parallel XI. Stuart G. Phillips, the managing member of BMC XI, has sole voting and dispositive power with respect to the shares held by Parallel XI. 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).

5. The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock.

6. The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock.

7. The Series F Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series F Preferred Stock will be converted into shares of Common Stock.

8. The Series G Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series G Preferred Stock will be converted into shares of Common Stock.

Remarks:

	Bay Management Company XI, LLC /s/ Stuart G. Phillips, Managing Member	03/16/2017
	Bay Partners XI, L.P., by Bay Management Company XI, LLC, its general partner /s/ Stuart G. Phillips, Managing Member	03/16/2017
	Bay Partners XI Parallel Fund, L.P., by Bay Management Company XI, LLC, its general partner /s/ Stuart G. Phillips, Managing Member	03/16/2017
	/s/ Stuart G. Phillips	03/16/2017
	** 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).
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