0001209191-21-048369.txt : 20210727 0001209191-21-048369.hdr.sgml : 20210727 20210727194309 ACCESSION NUMBER: 0001209191-21-048369 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210723 FILED AS OF DATE: 20210727 DATE AS OF CHANGE: 20210727 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOODMAN ROBERT P CENTRAL INDEX KEY: 0001252022 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40624 FILM NUMBER: 211119383 MAIL ADDRESS: STREET 1: 1865 PALMER AVENUE STREET 2: SUITE 104 CITY: LARCHMONT STATE: NY ZIP: 10538 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CS Disco, Inc. CENTRAL INDEX KEY: 0001625641 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 464254444 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3700 N. CAPITAL OF TEXAS HIGHWAY STREET 2: SUITE 150 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 713-231-9100 MAIL ADDRESS: STREET 1: 3700 N. CAPITAL OF TEXAS HIGHWAY STREET 2: SUITE 150 CITY: AUSTIN STATE: TX ZIP: 78746 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-07-23 0 0001625641 CS Disco, Inc. LAW 0001252022 GOODMAN ROBERT P C/O CS DISCO, INC. 3700 N. CAPITAL OF TEXAS HWY., SUITE 150 AUSTIN TX 78746 1 0 0 0 Common Stock 2021-07-23 4 C 0 0 A 0 I See footnote Series B Preferred Stock 2021-07-23 4 C 0 0 0.00 D Common Stock 0 0 I See footnote Series C Preferred Stock 2021-07-23 4 C 0 0 0.00 D Common Stock 0 0 I See footnote Series D Preferred Stock 2021-07-23 4 C 0 0 0.00 D Common Stock 0 0 I See footnote Series E Preferred Stock 2021-07-23 4 C 0 0 0.00 D Common Stock 0 0 I See footnote Series F Preferred Stock 2021-07-23 4 C 0 0 0.00 D Common Stock 0 0 I See footnote Represents 6,576,783 shares received by Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and 5,468,608 shares received by Bessemer Venture Partners VIII, L.P. ("BVP VIII", together with BVP VIII Inst referred to collectively, the "Funds") upon conversion of the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock upon closing of the Issuer's initial public offering. Each share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock was convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one for one basis, had no expiration date and automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering. Following the reported transactions, BVP VIII Inst and BVP VIII own 7,111,901 shares of Common Stock and 5,913,560 shares of Common Stock, respectively. The Reporting Person is a director of Deer VIII & Co. Ltd ("Deer VIII Ltd."), which is the general partner of Deer VIII & Co. L.P. ("Deer VIII LP"), which is the general partner of each of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VIII Ltd. and Deer VIII LP and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. Prior to the closing, BVP VIII Inst owned 2,796,182 shares of Series B Preferred Stock and BVP VIII owned 2,325,030 shares of Series B Preferred Stock. Prior to the closing, BVP VIII Inst owned 1,085,540 shares of Series C Preferred Stock and BVP VIII owned 902,629 shares of Series C Preferred Stock. Prior to the closing, BVP VIII Inst owned 1,612,042 shares of Series D Preferred Stock and BVP VIII owned 1,340,416 shares of Series D Preferred Stock. Prior to the closing, BVP VIII Inst owned 642,000 shares of Series E Preferred Stock and BVP VIII owned 533,825 shares of Series E Preferred Stock. Prior to the closing, BVP VIII Inst owned 441,019 shares of Series F Preferred Stock and BVP VIII owned 366,708 shares of Series F Preferred Stock. Exhibit List - Exhibit 24 - Power of Attorney /s/ Jason A. Minio, Attorney-in-Fact 2021-07-27 EX-24.4_1000775 2 poa.txt POA DOCUMENT Exhibit 24 POWER OF ATTORNEY (For Executing Form ID and Forms 3, 4 and 5) Know all by these presents, that the undersigned hereby constitutes and appoints each of Nicole Brookshire, Jodie Bourdet, Trey Reilly and Jason Minio of Cooley LLP, and Kiwi Camara, Michael Lafair and Melissa Fruge of CS Disco, Inc. (the "Company"), signing individually, the undersigned's true and lawful attorneys-in fact and agents to: (1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC"), a Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder, in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company; (2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and (3) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or employed by or a partner at Cooley LLP or another law firm representing the Company, as applicable. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. Date: 5/28/2021 /s/ Robert Goodman Robert Goodman