0001567619-19-012451.txt : 20190530 0001567619-19-012451.hdr.sgml : 20190530 20190530210141 ACCESSION NUMBER: 0001567619-19-012451 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20190528 FILED AS OF DATE: 20190530 DATE AS OF CHANGE: 20190530 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IVP (Venice), L.P. CENTRAL INDEX KEY: 0001768895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 19868319 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners IX (Co-Investors), L.P. CENTRAL INDEX KEY: 0001629402 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 19868320 BUSINESS ADDRESS: STREET 1: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners (Delaware) IX, L.P. CENTRAL INDEX KEY: 0001629396 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 19868321 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners (Cayman) IX, L.P. CENTRAL INDEX KEY: 0001629399 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 19868322 BUSINESS ADDRESS: STREET 1: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners IX, L.P. CENTRAL INDEX KEY: 0001629398 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 19868323 BUSINESS ADDRESS: STREET 1: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates IX, L.P. CENTRAL INDEX KEY: 0001745334 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 19868324 BUSINESS ADDRESS: STREET 1: PO BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 36TH FLOOR STREET 2: INSIGHT VENTURE PARTNERS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates IX, Ltd. CENTRAL INDEX KEY: 0001745335 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 19868325 BUSINESS ADDRESS: STREET 1: PO BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR STREET 2: INSIGHT VENTURE PARTNERS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Holdings Group, LLC CENTRAL INDEX KEY: 0001305473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 19868326 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tenable Holdings, Inc. CENTRAL INDEX KEY: 0001660280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 475580846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7021 COLUMBIA GATEWAY DRIVE, SUITE 500 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 410-872-0555 MAIL ADDRESS: STREET 1: 7021 COLUMBIA GATEWAY DRIVE, SUITE 500 CITY: COLUMBIA STATE: MD ZIP: 21046 4 1 doc1.xml FORM 4 X0306 4 2019-05-28 0 0001660280 Tenable Holdings, Inc. TENB 0001305473 Insight Holdings Group, LLC C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001745335 Insight Venture Associates IX, Ltd. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001745334 Insight Venture Associates IX, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001629398 Insight Venture Partners IX, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001629399 Insight Venture Partners (Cayman) IX, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001629396 Insight Venture Partners (Delaware) IX, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001629402 Insight Venture Partners IX (Co-Investors), L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001768895 IVP (Venice), L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 Common Stock 2019-05-28 4 J 0 616192 D 8122926 I See footnote Common Stock 2019-05-28 4 J 0 306171 D 4036084 I See footnote Common Stock 2019-05-28 4 J 0 65286 D 860622 I See footnote Common Stock 2019-05-28 4 J 0 12300 D 162141 I See footnote Common Stock 2019-05-28 4 J 0 25699 A 25699 I See footnote See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 This Form 4 is the first of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting person. Each Form 4 is filed by Designated Filer, Insight Holdings Group, LLC. Exhibit List ------------ Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information Insight Holdings Group, LLC, by Blair Flicker, its Authorized Signatory, /s/ Blair Flicker 2019-05-30 EX-99.1 2 i29743596a.htm EXPLANATION OF RESPONSES
EXPLANATION OF RESPONSES

 (1)
On May 28, 2019,  the IVP IX Funds distributed an aggregate of 999,949 shares of common stock, of the Issuer pro rata to their partners in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreement of such entities (the “Initial Distribution”).  In connection with the Initial Distribution, Insight Venture Associates IX, L.P. (“IVA IX”), the general partner of each of the Insight IX Funds (as defined below), acquired direct ownership of 141,082 shares of common stock (the “Insight IX Funds Distribution”).  On May 28, 2019, IVA IX distributed 141,082 shares of common stock pro rata to its partners in accordance with their respective ownership interests as determined in accordance with the limited partnership agreement of IVA IX (the “IVA IX Distribution” and, together with the Initial Distribution, the Insight IX Funds Distribution, the “Distribution”).  In accordance with the limited partnership agreement of IVA IX, 25,699 shares of common stock were distributed to  IVP (Venice), L.P., (“IVP Venice”), an entity controlled by Insight Holdings Group, LLC. The respective partners of the Insight Funds and IVA IX, including IVP Venice, did not furnish any consideration in exchange for shares received in connection with the Distribution.

(2)
Held directly by Insight Venture Partners IX, L.P. (“IVP IX”)

(3)
Held directly by Insight Venture Partners (Cayman) IX, L.P.  (“IVP Cayman IX”)

(4)
Held directly by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”)

(5)
Held directly by Insight Venture Partners IX (Co-Investors), L.P. (“IVP Co-Investors IX” and, together with IVP IX, IVP Cayman IX and IVP Delaware IX, the “IVP IX Funds”)

(6)
Held directly by IVP Venice.
EX-99.2 3 i29743596b.htm JOINT FILERS' SIGNATURES

Joint Filer Signatures


INSIGHT HOLDINGS GROUP, LLC
    
       
       
       
By:
/s/ Blair Flicker
 Date: 
May 30, 2019
Name:
Blair Flicker
    
Title:
Attorney-in-Fact
    
       
INSIGHT VENTURE ASSOCIATES IX, LTD.
    
       
       
       
By:
/s/ Blair Flicker
 Date: 
May 30, 2019
Name:
Blair Flicker
    
Title:
Authorized Officer
    
       
       
INSIGHT VENTURE ASSOCIATES IX, L.P.
    
By: Insight Venture Associates IX, Ltd., its general partner
    
       
       
       
By:
/s/ Blair Flicker
 Date: 
May 30, 2019
Name:
Blair Flicker
    
Title:
Authorized Officer
    
       
       
INSIGHT VENTURE PARTNERS IX, L.P.
    
By:
Insight Venture Associates IX, L.P., its general partner
    
By:
Insight Venture Associates IX, Ltd. its general partner
    
       
       
       
By:
/s/ Blair Flicker
Date: 
May 30, 2019
Name:
Blair Flicker
    
Title:
Authorized Officer
    
       
       
INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P.
    
By:
Insight Venture Associates IX, L.P., its general partner
    
By:
Insight Venture Associates IX, Ltd. its general partner
    
       
       
       
By:
/s/ Blair Flicker
Date: 
May 30, 2019
Name:
Blair Flicker
    
Title:
Authorized Officer
    
       
       
INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P.
    
By:
Insight Venture Associates IX, L.P., its general partner
    
By:
Insight Venture Associates IX, Ltd., its general partner
    
       
       
       
By:
/s/ Blair Flicker
Date: 
May 30, 2019
Name:
Blair Flicker
    
Title:
Authorized Officer
    
       
       


INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P.
    
By:
Insight Venture Associates IX, L.P., its general partner
    
By:
Insight Venture Associates IX, Ltd., its general partner
    
       
       
By:
/s/ Blair Flicker
Date:
May 30, 2019
Name:
Blair Flicker
    
Title:
Authorized Officer
    
       
       
IVP (VENICE), L.P.
    
       
       
       
By:
/s/ Blair Flicker
Date: 
May 30, 2019
Name:
Blair Flicker
    
Title:
Authorized Officer
    
EX-99.3 4 i29743596c.htm JOINT FILER INFORMATION
JOINT FILER INFORMATION
8,122,926 shares of common stock are held of record by Insight Venture Partners IX, L.P. (“IVP IX”), 4,036,084 shares of common stock are held of record by Insight Venture Partners (Cayman) IX, L.P. (“IVP Cayman IX”), 860,622 shares of common stock are held of record by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”), and 162,141 shares of common stock are held of record by Insight Venture Partners IX (Co-Investors), L.P. (“IVP Co-Investors IX” and, together with IVP IX, IVP Cayman IX and IVP Delaware IX, the “IVP IX Funds”). 25,699 shares of common stock are held of record by IVP (Venice), L.P. (“IVP Venice”).
The amount listed as owned by each IVP IX Fund may be deemed to be attributable to each of the other IVP IX Funds, Insight Venture Associates IX, L.P. (“IVA IX”), Insight Venture Associates IX, Ltd. (“IVA IX Ltd”) and Insight Holdings Group, LLC (“Holdings”) because Holdings is the sole shareholder of IVA IX Ltd, which in turn is the general partner of IVA IX, which in turn is the general partner of each of the IVP IX Funds.
3,817,885 shares of common stock are held of record Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (“IVP Coinvestment”), 3,069,356 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP Coinvestment (Cayman)”), 2,822,284 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP Coinvestment (Delaware)”), and 3,473,579 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. (“IVP Coinvestment (B)” and, together with IVP Coinvestment, IVP Coinvestment (Cayman) and IVP Coinvestment (Delaware), the “IVP Coinvestment Funds”).
The amount listed as owned by each IVP Coinvestment Fund may be deemed to be attributable to each of the other IVP Coinvestment Funds, Insight Venture Associates Growth-Buyout Coinvestment, L.P. (“IVA Coinvestment”), Insight Venture Associates Growth-Buyout Coinvestment, Ltd. (“IVA Coinvestment Ltd”) and Holdings because Holdings is the sole shareholder of IVA Coinvestment Ltd, which in turn is the general partner of IVA Coinvestment, which in turn is the general partner of each of the IVP Coinvestment Funds.
The amount list as owned by IVP Venice may be deemed attributable to Holdings because Holdings is the sole shareholder of Insight Venture Associates X, Ltd. (“IVA X”), which is the managing member of IVP GP (Venice), LLC (“IVP GP Venice”), which in turn is the general partner of IVP Venice.
Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held of record by the IVP IX Funds, the IVP Coinvestment Funds and IVP Venice. The foregoing is not an admission by IVA IX, IVA IX Ltd, IVA Coinvestment, IVA Coinvestment Ltd or Holdings that it is the beneficial owner of the shares held of record by the IVP IX Funds, the IVP Coinvestment Funds or IVP Venice. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by the IVP IX Funds, the IVP Coinvestment Funds, or IVP Venice except to the extent of his pecuniary interest therein.
The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.