SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

OATV II, L.P.

(Last)

(First)

(Middle)

C/O OATV

775 E. BLITHEDALE AVENUE, #568

(Street)

MILL VALLEY

94941

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Fastly, Inc. [ FSLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series Seed Convertible Preferred Stock	⁽¹⁾	05/21/2019		C			4,024,682	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	4,024,682	$0.00	0	I	See Footnote⁽³⁾
Series A Convertible Preferred Stock	⁽⁴⁾	05/21/2019		C			1,301,677	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽²⁾	1,301,677	$0.00	0	I	See Footnote⁽³⁾
Series B Convertible Preferred Stock	⁽⁵⁾	05/21/2019		C			1,419,182	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽²⁾	1,419,182	$0.00	0	I	See Footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁶⁾	05/21/2019		C			845,507	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽²⁾	845,507	$0.00	0	I	See Footnote⁽³⁾
Series D Convertible Preferred Stock	⁽⁷⁾	05/21/2019		C			533,752	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽²⁾	533,752	$0.00	0	I	See Footnote⁽⁸⁾
Series D Convertible Preferred Stock	⁽⁷⁾	05/21/2019		C			38,837	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽²⁾	38,837	$0.00	0	I	See Footnote⁽⁹⁾
Series E Convertible Preferred Stock	⁽¹⁰⁾	05/21/2019		C			49,567	⁽¹⁰⁾	⁽¹⁰⁾	Class B Common Stock⁽²⁾	49,567	$0.00	0	I	See Footnote⁽⁹⁾
Class B Common Stock	⁽²⁾	05/21/2019		C		7,591,048		⁽²⁾	⁽²⁾	Class A Common Stock	7,591,048	$0.00	7,906,335	I	See Footnote⁽³⁾
Class B Common Stock	⁽²⁾	05/21/2019		C		533,752		⁽²⁾	⁽²⁾	Class A Common Stock	533,752	$0.00	533,752	I	See Footnote⁽⁸⁾
Class B Common Stock	⁽²⁾	05/21/2019		C		88,404		⁽²⁾	⁽²⁾	Class A Common Stock	88,404	$0.00	88,404	I	See Footnote⁽⁹⁾

1. Name and Address of Reporting Person^*

OATV II, L.P.

(Last)

(First)

(Middle)

C/O OATV

775 E. BLITHEDALE AVENUE, #568

(Street)

MILL VALLEY

94941

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OATVIISPV1, LLC

(Last)

(First)

(Middle)

C/O OATV

775 E. BLITHEDALE AVENUE, #568

(Street)

MILL VALLEY

94941

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OATVIISPV2, LLC

(Last)

(First)

(Middle)

C/O OATV

775 E. BLITHEDALE AVENUE, #568

(Street)

MILL VALLEY

94941

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

O'Reilly AlphaTech Ventures II, LLC

(Last)

(First)

(Middle)

C/O OATV

775 E. BLITHEDALE AVENUE, #568

(Street)

MILL VALLEY

94941

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Roberts Bryce

(Last)

(First)

(Middle)

C/O OATV

775 E. BLITHEDALE AVENUE, #568

(Street)

MILL VALLEY

94941

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Jacobsen Mark

(Last)

(First)

(Middle)

C/O OATV

775 E. BLITHEDALE AVENUE, #568

(Street)

MILL VALLEY

94941

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Series Seed Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series Seed Convertible Preferred Stock has no expiration date.

2. Each share of Class B Common Stock will convert automatically into Class A Common Stock upon any transfer except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. Following the closing of the initial public offering, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earliest of (i) the first trading day falling nine months after the date on which the shares of Class B Common Stock represent less than 10% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock, (ii) the date specified by the vote of the holders of Class B Common Stock representing at least a majority of the outstanding shares of Class B Common Stock, or (iii) the first trading day falling ten years after the Effective Time as defined in the Issuer's amended and restated certificate of incorporation.

3. These shares are held directly by OATV II, L.P. ("OATV II"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and they may be deemed to share voting and dispositive power over the shares held by OATV II. Such persons and entities disclaim beneficial ownership over shares held by OATV II, except to the extent of any pecuniary interest therein.

4. Each share of Series A Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series A Convertible Preferred Stock has no expiration date.

5. Each share of Series B Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series B Convertible Preferred Stock has no expiration date.

6. Each share of Series C Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series C Convertible Preferred Stock has no expiration date.

7. Each share of Series D Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series D Convertible Preferred Stock has no expiration date.

8. These shares are held directly by OATVIISPV1, LLC ("OATVIISPV1"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and they may be deemed to share voting and dispositive power over the shares held by OATVIISPV1. Such persons and entities disclaim beneficial ownership over shares held by OATVIISPV1, except to the extent of any pecuniary interest therein.

9. These shares are held directly by OATVIISPV2, LLC ("OATVIISPV2"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and they may be deemed to share voting and dispositive power over the shares held by OATVIISPV2. Such persons and entities disclaim beneficial ownership over shares held by OATVIISPV2, except to the extent of any pecuniary interest therein.

10. Each share of Series E Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series E Convertible Preferred Stock has no expiration date.

Remarks:

	OATV II, L.P., By: O'Reilly AlphaTech Ventures II, LLC, its general partner, By: /s/ Laura Kelley, Chief Financial Office	05/21/2019
	OATVIISPV1, LLC, By: O'Reilly AlphaTech Ventures II, LLC, its general partner, By: /s/ Laura Kelley, Chief Financial Officer	05/21/2019
	OATVIISPV2, LLC, By: O'Reilly AlphaTech Ventures II, LLC, its general partner, By: /s/ Laura Kelley, Chief Financial Officer	05/21/2019
	O'Reilly AlphaTech Ventures II, LLC, By: /s/ Laura Kelley, Chief Financial Officer	05/21/2019
	/s/ Bryce Roberts	05/21/2019
	/s/ Mark Jacobsen	05/21/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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