SC 13D/A 1 d791811dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D AMENDMENT NO. 3 TO SCHEDULE 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 

 

Fastly, Inc.

(Name of Issuer)

Class A Common Stock, $0.00002 par value per share

(Title of Class of Securities)

31188V100

(CUSIP Number)

Abdiel Capital

90 Park Avenue, 29th Floor

New York, NY 10016

Attn: Colin T. Moran

Tel: (646) 496-9202

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 22, 2019

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 CUSIP No. 31188V100       Page 2 of 8 Pages 

 

  1.   

NAME OF REPORTING PERSONS

 

Abdiel Qualified Master Fund, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

WC

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

☐

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

3,782,270

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.    

SHARED DISPOSITIVE POWER

 

3,782,270

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,782,270

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

☐

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.0%(1)

14.  

TYPE OF REPORTING PERSON

 

PN

 

(1)

Based on 13,036,488 shares of Class A common stock, $0.00002 par value per share (the “Common Stock”), outstanding as of August 7, 2019, as reported in Fastly, Inc.’s (the “Issuer”) Quarterly Report on Form 10-Q for the period ended June 30, 2019, filed with the SEC on August 9, 2019.

 CUSIP No. 31188V100       Page 3 of 8 Pages 

 

  1.   

NAME OF REPORTING PERSONS

 

Abdiel Capital, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

WC

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

☐

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

113,712

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.    

SHARED DISPOSITIVE POWER

 

113,712

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

113,712

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

☐

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.9%(1)

14.  

TYPE OF REPORTING PERSON

 

PN

 

(1)

Based on 13,036,488 shares of Common Stock outstanding as of August 7, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, filed with the SEC on August 9, 2019.

 CUSIP No. 31188V100       Page 4 of 8 Pages 

 

  1.   

NAME OF REPORTING PERSONS

 

Abdiel Capital Management, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

☐

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

3,895,982(1)

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.    

SHARED DISPOSITIVE POWER

 

3,895,982(1)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,895,982(1)

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

☐

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.9%(2)

14.  

TYPE OF REPORTING PERSON

 

OO

 

(1)

Consists of 3,782,270 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 113,712 shares of Common Stock held by Abdiel Capital, LP.

(2)

Based on 13,036,488 shares of Common Stock outstanding as of August 7, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, filed with the SEC on August 9, 2019.

 CUSIP No. 31188V100       Page 5 of 8 Pages 

 

  1.   

NAME OF REPORTING PERSONS

 

Abdiel Capital Advisors, LP

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

☐

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

3,895,982(1)

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.    

SHARED DISPOSITIVE POWER

 

3,895,982(1)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,895,982(1)

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

☐

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.9%(2)

14.  

TYPE OF REPORTING PERSON

 

PN, IA

 

(1)

Consists of 3,782,270 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 113,712 shares of Common Stock held by Abdiel Capital, LP.

(2)

Based on 13,036,488 shares of Common Stock outstanding as of August 7, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, filed with the SEC on August 9, 2019.

 CUSIP No. 31188V100       Page 6 of 8 Pages 

 

  1.   

NAME OF REPORTING PERSONS

 

Colin T. Moran

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

AF

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

☐

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

3,895,982(1)

     9.   

SOLE DISPOSITIVE POWER

 

0

   10.    

SHARED DISPOSITIVE POWER

 

3,895,982(1)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,895,982(1)

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

☐

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

29.9%(2)

14.  

TYPE OF REPORTING PERSON

 

IN

 

(1)

Consists of 3,782,270 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 113,712 shares of Common Stock held by Abdiel Capital, LP.

(2)

Based on 13,036,488 shares of Common Stock outstanding as of August 7, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, filed with the SEC on August 9, 2019.

 CUSIP No. 31188V100       Page 7 of 8 Pages 

 

AMENDMENT NO. 3 TO SCHEDULE 13D

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Schedule 13D filed on August 5, 2019 (the “Original Schedule 13D”) as amended by Amendment No. 1 thereto on August 19, 2019 (“Amendment No. 1”) and Amendment No. 2 thereto on August 21, 2019 (“Amendment No. 2” and, together with the Original Schedule 13D and Amendment No. 1, the “Schedule 13D”), relating to the shares of Class A common stock, $0.00002 par value per share (the “Common Stock”), of Fastly, Inc. (the “Issuer”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby supplemented by adding the following:

On August 22, 2019, the Reporting Persons acquired an aggregate amount of 150,619 shares of the Common Stock for the accounts of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP for aggregate consideration of approximately $3.5 million (including commissions). The source of funds used to acquire the Common Stock was the working capital of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended by amending and restating paragraphs (a) and (b) thereof as follows:

(a) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 3.

(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 3 and Item 2(c) of the Schedule 13D.

Item 5(c) of the Schedule 13D is hereby supplemented by adding the following:

(c) Information with respect to all transactions in the Common Stock which were effected by the Reporting Persons since the filing of Amendment No. 2 is set forth on Exhibit D attached hereto and incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby supplemented by adding the following:

Exhibit E - Information with respect to Transactions Effected Since the Filing of Amendment No. 2*

 

*

Filed herewith

 CUSIP No. 31188V100       Page 8 of 8 Pages 

 

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: August 23, 2019

 

ABDIEL QUALIFIED MASTER FUND, LP

By:  

  

Abdiel Capital Management, LLC,

 

its General Partner

By:

  

/s/ Colin T. Moran

 

Colin T. Moran, Managing Member

ABDIEL CAPITAL, LP

By:

  

Abdiel Capital Management, LLC,

 

its General Partner

By:

  

/s/ Colin T. Moran

 

Colin T. Moran, Managing Member

ABDIEL CAPITAL MANAGEMENT, LLC

By:

  

/s/ Colin T. Moran

 

Colin T. Moran, Managing Member

ABDIEL CAPITAL ADVISORS, LP

By:

  

Abdiel Capital Partners, LLC,

 

its General Partner

By:

  

/s/ Colin T. Moran

 

Colin T. Moran, Managing Member

COLIN T. MORAN

By:

  

/s/ Colin T. Moran

 

Colin T. Moran, Individually