0001567619-21-004521.txt : 20210219 0001567619-21-004521.hdr.sgml : 20210219 20210219172532 ACCESSION NUMBER: 0001567619-21-004521 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20210217 FILED AS OF DATE: 20210219 DATE AS OF CHANGE: 20210219 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: 21657281 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: 21657282 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: 21657283 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: 21657284 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: 21657285 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: 21657286 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: 21657287 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: 6100 MERRIWEATHER DRIVE CITY: COLUMBIA STATE: MD ZIP: 21044 BUSINESS PHONE: 410-872-0555 MAIL ADDRESS: STREET 1: 6100 MERRIWEATHER DRIVE CITY: COLUMBIA STATE: MD ZIP: 21044 4 1 doc1.xml FORM 4 X0306 4 2021-02-17 1 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 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 Common Stock 2021-02-17 4 J 0 924289 D 3111873 I See footnote Common Stock 2021-02-17 4 J 0 459257 D 1546213 I See footnote Common Stock 2021-02-17 4 J 0 97928 D 329702 I See footnote Common Stock 2021-02-17 4 J 0 18450 D 62114 I See footnote 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 persons. 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, its Authorized Signatory, /s/ Andrew Prodromos 2021-02-19 EX-99.1 2 i021921a.htm EXPLANATION OF RESPONSES
EXPLANATION OF RESPONSES
(1)
On February 17, 2021, Insight Venture Partners IX, L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners (Delaware) IX, L.P. and Insight Venture Partners IX (Co-Investors), L.P. (collectively, the “IVP IX Funds”) distributed an aggregate of 1,499,924 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 IVP IX Funds, acquired direct ownership of 202,950 shares of common stock. On February 17, 2021, IVA IX distributed 202,950 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 “Distribution”). The respective partners of the IVP IX Funds and IVA IX 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.
(3)
Held directly by Insight Venture Partners (Cayman) IX, L.P.
(4)
Held directly by Insight Venture Partners (Delaware) IX, L.P.
(5)
Held directly by Insight Venture Partners IX (Co-Investors), L.P.
EX-99.2 3 i021921b.htm JOINT FILERS' SIGNATURES

JOINT FILERS’ SIGNATURES


INSIGHT HOLDINGS GROUP, LLC
  
   
By:
            /s/ Andrew Prodromos             
 
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
Date:                  2/19/2021                 
     
     
     
INSIGHT VENTURE ASSOCIATES IX, LTD.
  
   
By:
            /s/ Andrew Prodromos             
 
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
Date:                  2/19/2021                 
     
     
     
INSIGHT VENTURE ASSOCIATES IX, L.P.
  
By: Insight Venture Associates IX, Ltd., its general partner
  
   
By:
            /s/ Andrew Prodromos              
 
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
Date:                  2/19/2021                 
     
     
     
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/ Andrew Prodromos             
 
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
Date:                  2/19/2021                 
     
     
     
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/ Andrew Prodromos             
 
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
Date:                  2/19/2021                 
     
     
     
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/ Andrew Prodromos             
 
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
Date:                  2/19/2021                 
     
     
     
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/ Andrew Prodromos             
 
Name:
Andrew Prodromos
  
Title:
Authorized Officer
 Date:                  2/19/2021                 
     


EX-99.3 4 i021921c.htm JOINT FILER INFORMATION
JOINT FILER INFORMATION
3,111,873 shares of common stock are held of record by Insight Venture Partners IX, L.P. (“IVP IX”), 1,546,213 shares of common stock are held of record by Insight Venture Partners (Cayman) IX, L.P. (“IVP Cayman IX”), 329,702 shares of common stock are held of record by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”), and 62,114 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”).
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.
1,462,620 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (“IVP Coinvestment”), 1,175,861 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP Coinvestment (Cayman)”), 1,081,210 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP Coinvestment (Delaware)”), and 1,330,719 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.
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 and the IVP Coinvestment Funds. 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 or the IVP Coinvestment Funds. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by the IVP IX Funds or the IVP Coinvestment Funds 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.