0001567619-20-011097.txt : 20200522 0001567619-20-011097.hdr.sgml : 20200522 20200522192506 ACCESSION NUMBER: 0001567619-20-011097 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20200520 FILED AS OF DATE: 20200522 DATE AS OF CHANGE: 20200522 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: 20907609 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 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: 20907610 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, 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: 20907611 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 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: 20907612 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 (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: 20907613 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: 20907614 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: 20907615 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: 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: 20907616 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 2020-05-20 0 0001660280 Tenable Holdings, Inc. TENB 0001305473 Insight Holdings Group, LLC C/O INSIGHT 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 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 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 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 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 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 PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001768895 IVP (Venice), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 Common Stock 2020-05-20 4 S 0 39437 29.75 D 8083489 I See Footnote Common Stock 2020-05-20 4 S 0 19595 29.75 D 4016489 I See Footnote Common Stock 2020-05-20 4 S 0 4178 29.75 D 856444 I See Footnote Common Stock 2020-05-20 4 S 0 787 29.75 D 161354 I See Footnote Common Stock 2020-05-21 4 S 0 21564 29.09 D 8061925 I See Footnote Common Stock 2020-05-21 4 S 0 10714 29.09 D 4005775 I See Footnote Common Stock 2020-05-21 4 S 0 2285 29.09 D 854159 I See Footnote Common Stock 2020-05-21 4 S 0 430 29.09 D 160924 I See Footnote Common Stock 2020-05-22 4 S 0 390398 29.19 D 7671527 I See Footnote Common Stock 2020-05-22 4 S 0 193980 29.19 D 3811795 I See Footnote Common Stock 2020-05-22 4 S 0 41363 29.19 D 812796 I See Footnote Common Stock 2020-05-22 4 S 0 7793 29.19 D 153131 I See Footnote Common Stock 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 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 2020-05-22 EX-99.1 2 i35109829a.htm EXPLANATION OF RESPONSES
EXPLANATION OF RESPONSES
(1)
Held directly by Insight Venture Partners IX, L.P.
(2)
Held directly by Insight Venture Partners (Cayman) IX, L.P.
(3)
Held directly by Insight Venture Partners (Delaware) IX, L.P.
(4)
Held directly by Insight Venture Partners IX (Co-Investors), L.P.
(5)
Held directly by IVP (Venice), L.P.
(6)
The price reported in Column 4 is a weighted average price.  These shares were sold in multiple transactions at prices ranging from $29.50 to $30.17, inclusive.  The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (6).
(7)
The price reported in Column 4 is a weighted average price.  These shares were sold in multiple transactions at prices ranging from $29.00 to $29.69, inclusive.  The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (7).
(8)
The price reported in Column 4 is a weighted average price.  These shares were sold in multiple transactions at prices ranging from $29.00 to $29.73, inclusive.  The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (8).
EX-99.2 3 i35109829b.htm JOINT FILERS' SIGNATURES

JOINT FILERS’ SIGNATURES

INSIGHT HOLDINGS GROUP, LLC
  
   
   
By:
/s/ Blair Flicker                                      
Date: 5/22/2020
Name:
Blair Flicker
  
Title:
Attorney-in-Fact
  
   
   
   
INSIGHT VENTURE ASSOCIATES IX, LTD.
  
   
   
By:
/s/ Blair Flicker                                     
Date: 5/22/2020
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: 5/22/2020
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: 5/22/2020
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: 5/22/2020
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: 5/22/2020
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: 5/22/2020
Name:
Blair Flicker
  
Title:
Authorized Officer
  
   
   
   
IVP (VENICE), L.P.
  
   
   
By:
/s/ Blair Flicker                                      
Date: 5/22/2020
Name:
Blair Flicker
  
Title:
Authorized Officer
  
   


EX-99.3 4 i35109829c.htm JOINT FILER INFORMATION
JOINT FILER INFORMATION
7,671,527 shares of common stock are held of record by Insight Venture Partners IX, L.P. (“IVP IX”), 3,811,795 shares of common stock are held of record by Insight Venture Partners (Cayman) IX, L.P. (“IVP Cayman IX”), 812,796 shares of common stock are held of record by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”), and 153,131 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.
3,605,721 shares of common stock are held of record Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (“IVP Coinvestment”), 2,898,789 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP Coinvestment (Cayman)”), 2,665,447 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP Coinvestment (Delaware)”), and 3,280,549 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 Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.