SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/22/2017		C		7,016,747	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	7,016,747	I	See footnote⁽⁶⁾
Common Stock⁽⁷⁾	03/22/2017		J		7,016,747	D	⁽⁷⁾	0	I	See footnote⁽⁶⁾
Common Stock	03/22/2017		C		41,660	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	41,660	I	See footnote⁽⁸⁾
Common Stock⁽⁷⁾	03/22/2017		J		41,660	D	⁽⁷⁾	0	I	See footnote⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock⁽¹⁾	⁽¹⁾	03/22/2017		C			2,090,140	⁽¹⁾	⁽¹⁾	Common Stock	2,090,140	$0.00	0	I	See footnote⁽⁶⁾
Series D Preferred Stock⁽²⁾	⁽²⁾	03/22/2017		C			3,769,208	⁽²⁾	⁽²⁾	Common Stock	3,769,208	$0.00	0	I	See footnote⁽⁶⁾
Series E Preferred Stock⁽³⁾	⁽³⁾	03/22/2017		C			460,637	⁽³⁾	⁽³⁾	Common Stock	460,637	$0.00	0	I	See footnote⁽⁶⁾
Series F Preferred Stock⁽⁴⁾	⁽⁴⁾	03/22/2017		C			608,264	⁽⁴⁾	⁽⁴⁾	Common Stock	608,264	$0.00	0	I	See footnote⁽⁶⁾
Series G Preferred Stock⁽⁵⁾	⁽⁵⁾	03/22/2017		C			88,498	⁽⁵⁾	⁽⁵⁾	Common Stock	88,498	$0.00	0	I	See footnote⁽⁶⁾
Class B Common Stock⁽⁷⁾⁽⁹⁾	⁽⁹⁾	03/22/2017		J		7,016,747		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	7,016,747	$0.00	7,016,747	I	See footnote⁽⁶⁾
Series C Preferred Stock⁽¹⁾	⁽¹⁾	03/22/2017		C			10,504	⁽¹⁾	⁽¹⁾	Common Stock	10,504	$0.00	0	I	See footnote⁽⁸⁾
Series D Preferred Stock⁽²⁾	⁽²⁾	03/22/2017		C			23,516	⁽²⁾	⁽²⁾	Common Stock	23,516	$0.00	0	I	See footnote⁽⁸⁾
Series E Preferred Stock⁽³⁾	⁽³⁾	03/22/2017		C			3,153	⁽³⁾	⁽³⁾	Common Stock	3,153	$0.00	0	I	See footnote⁽⁸⁾
Series F Preferred Stock⁽⁴⁾	⁽⁴⁾	03/22/2017		C			3,917	⁽⁴⁾	⁽⁴⁾	Common Stock	3,917	$0.00	0	I	See footnote⁽⁸⁾
Series G Preferred Stock⁽⁵⁾	⁽⁵⁾	03/22/2017		C			570	⁽⁵⁾	⁽⁵⁾	Common Stock	570	$0.00	0	I	See footnote⁽⁸⁾
Class B Common Stock⁽⁷⁾⁽⁹⁾	⁽⁹⁾	03/22/2017		J		41,660		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	41,660	$0.00	41,660	I	See footnote⁽⁸⁾

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 automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

2. The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

3. The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

4. The Series F Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

5. The Series G Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

6. 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).

7. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

8. 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).

9. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

Remarks:

	Bay Management Company XI, LLC /s/ Stuart G. Phillips, Managing Member	03/22/2017
	Bay Partners XI, L.P., by Bay Management Company XI, LLC, its general partner /s/ Stuart G. Phillips, Managing Member	03/22/2017
	Bay Partners XI Parallel Fund, L.P., by Bay Management Company XI, LLC, its general partner /s/ Stuart G. Phillips, Managing Member	03/22/2017
	/s/ Stuart G. Phillips	03/22/2017
	** Signature of Reporting Person	Date
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