0001209191-17-044680.txt : 20170710 0001209191-17-044680.hdr.sgml : 20170710 20170710184449 ACCESSION NUMBER: 0001209191-17-044680 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170706 FILED AS OF DATE: 20170710 DATE AS OF CHANGE: 20170710 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tintri, Inc. CENTRAL INDEX KEY: 0001554875 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 262906978 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 303 RAVENDALE DR CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-810-8200 MAIL ADDRESS: STREET 1: 303 RAVENDALE DR CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Enterprise Associates 12, Limited Partnership CENTRAL INDEX KEY: 0001383391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38117 FILM NUMBER: 17958783 BUSINESS ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102440115 MAIL ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-07-06 0 0001554875 Tintri, Inc. TNTR 0001383391 New Enterprise Associates 12, Limited Partnership 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 2017-07-06 4 C 0 1261666 0.00 A 1261666 D Common Stock 2017-07-06 4 C 0 773429 0.00 A 2035095 D Common Stock 2017-07-06 4 C 0 689700 0.00 A 2724795 D Common Stock 2017-07-06 4 C 0 314562 0.00 A 3039357 D Common Stock 2017-07-06 4 C 0 709638 0.00 A 3748995 D Common Stock 2017-07-06 4 C 0 572935 0.00 A 4321930 D Common Stock 2017-07-06 4 P 0 926429 7.00 A 5248359 D Series A Preferred Stock 2017-07-06 4 C 0 1261666 0.00 D Common Stock 1261666 0 D Series B Preferred Stock 2017-07-06 4 C 0 773429 0.00 D Common Stock 773429 0 D Series C Preferred Stock 2017-07-06 4 C 0 689700 0.00 D Common Stock 689700 0 D Series D Preferred Stock 2017-07-06 4 C 0 314562 0.00 D Common Stock 314562 0 D Series E-2 Preferred Stock 2017-07-06 4 C 0 421867 0.00 D Common Stock 709638 0 D Series F-2 Preferred Stock 2017-07-06 4 C 0 340599 0.00 D Common Stock 572935 0 D Note Purchase Agreement (obligation to purchase) 7.00 2017-07-06 4 J 0 6775000.00 0.00 A Common Stock 967857 967857 D The Series A Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock had no expiration date. The shares are directly held by New Enterprise Associates 12, Limited Partnership ("NEA 12") and indirectly held by NEA Partners 12, Limited Partnership ("NEA Partners 12"), the sole general partner of NEA 12, NEA 12 GP, LLC ("NEA 12 GP"), the sole general partner of NEA Partners 12, and the individual managers of NEA 12 GP (NEA Partners 12, NEA 12 GP and the individual managers of NEA 12 GP together, the "NEA 12 Indirect Reporting Persons"). The individual managers of NEA 12 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The NEA 12 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 12 shares in which the NEA 12 Indirect Reporting Persons have no pecuniary interest. The Series B Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date. The Series C Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series C Preferred Stock had no expiration date. The Series D Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series D Preferred Stock had no expiration date. The Series E-2 Preferred Stock automatically converted into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series E-2 Preferred Stock had no expiration date. The Series F-2 Preferred Stock automatically converted into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series F-2 Preferred Stock had no an expiration date. At any time on or after December 1, 2019, upon the election of the Issuer pursuant to the approval of a majority of the members of the Issuer's board of directors and subject to the terms and conditions of any outstanding Note(s), any outstanding principal amount of the Note(s) and all accrued and unpaid interest on the Note(s) shall automatically convert into fully paid and nonassessable shares of common stock at the initial public offering price of $7.00 per share. The Issuer's right to draw funds under the Note Purchase Agreement and to cause any resulting Note(s) to convert into common stock will expire on December 1, 2019. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Note, shall be due and payable on the earlier of (i) 540 days from the date of issuance of such Note(s), or (ii) when, upon the occurrence and during the continuance of an Event of Default (as defined in such Note(s)), such amounts are declared due and payable by Reporting Person or made automatically due and payable, in each case, in accordance with the terms of such Note(s). See Exhibit 99.1. /s/ Sasha Keough, attorney-in-fact 2017-07-10 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT


EXHIBIT 99.1  EXPLANATION OF RESPONSES
 	On May 4, 2017, the Issuer entered into a Note Purchase Agreement (the "Note
Purchase Agreement") with NEA 12 and other preferred stockholders, pursuant to
which such stockholders have agreed to purchase from the Issuer, at the Issuer's
election, one or more subordinated convertible promissory notes ("Notes"),
having an aggregate maximum principal amount of $25 million. Effective July 6,
2017, the Note Purchase Agreement was amended (the "Amendment") to provide that
(among other things), (i) if and when issued, the Notes will have an interest
rate of 8.0% per annum and will mature 18 months from the date of issuance, and
(ii) at any time on or after December 1, 2019, at the Issuer's election, the
Issuer may convert the amounts outstanding under the Notes, if any, into common
stock at the initial public offering price of $7.00 per share. The maximum
amount that NEA 12 would be required to loan the Issuer under the Note Purchase
Agreement is $6,775,000. The Amendment was structured to comply with Rule 16b-3
of the Securities Exchange Act of 1934, as amended.