CUSIP No. G14838109 | 13G | Page 1 of 21 Pages |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),
(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
(Amendment No. )*
MIMECAST LIMITED
(Name of Issuer)
ORDINARY SHARES, $0.012 NOMINAL VALUE
(Title of Class of Securities)
G14838109
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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 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. G14838109 | 13G | Page 2 of 21 Pages |
1. | NAMES OF REPORTING PERSONS
Insight Venture Partners VII, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
98-0684335 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
3,616,953 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
3,616,953 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,616,953 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7% (based on 54,002,598 Ordinary Shares outstanding as of immediately after completion of the Issuers initial public offering as reported in the prospectus on Form 424B4 as filed with the SEC on November 19, 2015) | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. G14838109 | 13G | Page 3 of 21 Pages |
1. | NAMES OF REPORTING PERSONS
Insight Venture Partners (Cayman) VII, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
98-0684339 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
1,529,260 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
1,529,260 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,529,260 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.8% (based on 54,002,598 Ordinary Shares outstanding as of immediately after completion of the Issuers initial public offering as reported in the prospectus on Form 424B4 as filed with the SEC on November 19, 2015) | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. G14838109 | 13G | Page 4 of 21 Pages |
1. | NAMES OF REPORTING PERSONS
Insight Venture Partners (Delaware) VII, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
45-1259906 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
228,783 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
228,783 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
228,783 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4% (based on 54,002,598 Ordinary Shares outstanding as of immediately after completion of the Issuers initial public offering as reported in the prospectus on Form 424B4 as filed with the SEC on November 19, 2015) | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. G14838109 | 13G | Page 5 of 21 Pages |
1. | NAMES OF REPORTING PERSONS
Insight Venture Partners VII (Co-Investors), L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
98-0684337 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
83,717 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
83,717 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,717 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (based on 54,002,598 Ordinary Shares outstanding as of immediately after completion of the Issuers initial public offering as reported in the prospectus on Form 424B4 as filed with the SEC on November 19, 2015) | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. G14838109 | 13G | Page 6 of 21 Pages |
1. | NAMES OF REPORTING PERSONS
Insight Venture Partners Coinvestment Fund II, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
27-3045818 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
3,986,039 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
3,986,039 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,986,039 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4% (based on 54,002,598 Ordinary Shares outstanding as of immediately after completion of the Issuers initial public offering as reported in the prospectus on Form 424B4 as filed with the SEC on November 19, 2015) | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. G14838109 | 13G | Page 7 of 21 Pages |
1. | NAMES OF REPORTING PERSONS
Insight Venture Associates Coinvestment II, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
27-3045724 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
3,986,039 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
3,986,039 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,986,039 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4% (based on 54,002,598 Ordinary Shares outstanding as of immediately after completion of the Issuers initial public offering as reported in the prospectus on Form 424B4 as filed with the SEC on November 19, 2015) | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. G14838109 | 13G | Page 8 of 21 Pages |
1. | NAMES OF REPORTING PERSONS
Insight Venture Associates VII, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
98-0682601 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
5,521,713 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
5,521,713 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,521,713 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.2% (based on 54,002,598 Ordinary Shares outstanding as of immediately after completion of the Issuers initial public offering as reported in the prospectus on Form 424B4 as filed with the SEC on November 19, 2015) | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. G14838109 | 13G | Page 9 of 21 Pages |
1. | NAMES OF REPORTING PERSONS
Insight Venture Associates VII, Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
98-0682598 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
5,521,713 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
5,521,713 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,521,713 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.2% (based on 54,002,598 Ordinary Shares outstanding as of immediately after completion of the Issuers initial public offering as reported in the prospectus on Form 424B4 as filed with the SEC on November 19, 2015) | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
CUSIP No. G14838109 | 13G | Page 10 of 21 Pages |
1. | NAMES OF REPORTING PERSONS
Insight Holdings Group, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
35-2158588 | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
9,507,752 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
9,507,752 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,507,752 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.6% (based on 54,002,598 Ordinary Shares outstanding as of immediately after completion of the Issuers initial public offering as reported in the prospectus on Form 424B4 as filed with the SEC on November 19, 2015) | |||||
12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. G14838109 | 13G | Page 11 of 21 Pages |
Item 1(a). | Name of Issuer: |
Mimecast Limited (the Issuer)
Item 1(b). | Address of Issuers Principal Executive Offices: |
CityPoint, One Ropemaker Street, Moorgate
London EC2Y 9AW
United Kingdom
Item 2(a). | Name of Person Filing: |
This Statement is being filed by the following persons (each a Reporting Person and, collectively, the Reporting Persons): (i) Insight Venture Partners VII, L.P., a Cayman Islands exempted limited partnership (IVP); (ii) Insight Venture Partners (Cayman) VII, L.P., a Cayman Islands exempted limited partnership (IVP Cayman); (iii) Insight Venture Partners (Delaware) VII, L.P., a Delaware limited partnership (IVP Delaware); (iv) Insight Venture Partners VII (Co-Investors), L.P., a Cayman Islands exempted limited partnership (IVP Co-Investors and together with IVP, IVP Cayman, and IVP Delaware, the Insight VII Funds); (v) Insight Venture Partners Coinvestment Fund II, L.P., a Delaware limited partnership (IVP Co-Investment Fund II); (vi) Insight Venture Associates Coinvestment II, L.P., a Delaware limited partnership (IVP Associates Co-Investment); (vii) Insight Venture Associates VII, L.P., a Cayman Islands exempted limited partnership (IVA); (viii) Insight Venture Associates VII, Ltd., a Cayman Islands exempted company (IVA Ltd); and (ix) Insight Holdings Group, LLC, a Delaware limited liability company (Insight Holdings). The general partner of each of the Insight VII Funds is IVA, whose general partner is IVA Ltd. The general partner of IVP Co-Investment Fund II is IVP Associates Co-Investment. The sole shareholder of IVA Ltd and general partner of IVP Associates Co-Investment is Insight Holdings.
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.
Item 2(c). | Citizenship: |
Insight Venture Partners VII, L.P. Cayman Islands
Insight Venture Partners (Cayman) VII, L.P. Cayman Islands
Insight Venture Partners (Delaware) VII, L.P. Delaware
Insight Venture Partners VII (Co-Investors), L.P. Cayman Islands
Insight Venture Partners Coinvestment Fund II, L.P. Delaware
Insight Venture Associates Coinvestment II, L.P. Delaware
Insight Venture Associates VII, L.P. Cayman Islands
Insight Venture Associates VII, Ltd. Cayman Islands
Insight Holdings Group, LLC Delaware
CUSIP No. G14838109 | 13G | Page 12 of 21 Pages |
Item 2(d). | Title of Class of Securities: |
Ordinary Shares, nominal value $0.012 per share
Item 2(e). | CUSIP Number: |
G14838109
Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a: |
(a) ¨ | Broker or dealer registered under Section 15 of the Exchange Act. |
(b) ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act. |
(c) ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
(d) ¨ | Investment company registered under Section 8 of the Investment Company Act. |
(e) ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
(g) ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
(i) ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
(j) ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Not applicable.
Item 4. | Ownership. |
For IVP:
(a) | Amount beneficially owned: 3,616,953 Ordinary Shares |
(b) | Percent of class: 6.7% |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 3,616,953 |
CUSIP No. G14838109 | 13G | Page 13 of 21 Pages |
(ii) | Shared power to vote or to direct the vote: 0 |
(iii) | Sole power to dispose or to direct the disposition of: 3,616,953 |
(iv) | Shared power to dispose or to direct the disposition of: 0 |
For IVP Cayman:
(a) | Amount beneficially owned: 1,529,260 Ordinary Shares |
(b) | Percent of class: 2.8% |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 1,529,260 |
(iii) | Shared power to vote or to direct the vote: 0 |
(iii) | Sole power to dispose or to direct the disposition of: 1,529,260 |
(v) | Shared power to dispose or to direct the disposition of: 0 |
For IVP Delaware:
(a) | Amount beneficially owned: 228,783 Ordinary Shares |
(b) | Percent of class: 0.4% |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 228,783 |
(iv) | Shared power to vote or to direct the vote: 0 |
(iii) | Sole power to dispose or to direct the disposition of: 228,783 |
(iv) | Shared power to dispose or to direct the disposition of: 0 |
For IVP Co-Investors:
(a) | Amount beneficially owned: 83,717 Ordinary Shares |
(b) | Percent of class: 0.2% |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 83,717 |
(v) | Shared power to vote or to direct the vote: 0 |
CUSIP No. G14838109 | 13G | Page 14 of 21 Pages |
(iii) | Sole power to dispose or to direct the disposition of: 83,717 |
(iv) | Shared power to dispose or to direct the disposition of: 0 |
For IVP Co-Investment Fund II:
(a) | Amount beneficially owned: 3,986,039 Ordinary Shares |
(b) | Percent of class: 7.4% |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 3,986,039 |
(vi) | Shared power to vote or to direct the vote: 0 |
(iii) | Sole power to dispose or to direct the disposition of: 3,986,039 |
(iv) | Shared power to dispose or to direct the disposition of: 0 |
For IVP Associates Co-Investment:
(a) | Amount beneficially owned: 3,986,039 Ordinary Shares |
(b) | Percent of class: 7.4% |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 0 |
(vii) | Shared power to vote or to direct the vote: 3,986,039 |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 3,986,039 |
For IVA:
(a) | Amount beneficially owned: 5,521,713 Ordinary Shares |
(b) | Percent of class: 10.2% |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 0 |
(viii) | Shared power to vote or to direct the vote: 5,521,713 |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 5,521,713 |
CUSIP No. G14838109 | 13G | Page 15 of 21 Pages |
For IVA Ltd:
(a) | Amount beneficially owned: 5,521,713 Ordinary Shares |
(b) | Percent of class: 10.2% |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 0 |
(ix) | Shared power to vote or to direct the vote: 5,521,713 |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 5,521,713 |
For Insight Holdings:
(a) | Amount beneficially owned: 9,507,752 Ordinary Shares |
(b) | Percent of class: 17.6% |
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote: 0 |
(x) | Shared power to vote or to direct the vote: 9,507,752 |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 9,507,752 |
Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
As the general partner of the Insight VII Funds, IVA may be deemed to beneficially own all 5,521,713 Ordinary Shares held directly by the Insight VII Funds. As the general partner of IVA, IVA Ltd may be deemed to beneficially own all 5,521,713 Ordinary Shares held directly by the Insight VII Funds. As the general partner of IVP Co-Investment Fund II, IVP Associates Co-Investment may be deemed to beneficially own all 3,986,039 Ordinary Shares held directly by IVP Co-Investment Fund II. As the sole shareholder of IVA Ltd and general partner of IVP Associates Co-Investment, Insight Holdings may be deemed to beneficially own all 9,507,752 Ordinary Shares held directly by the Insight VII Funds and IVP Co-Investment Fund II. The foregoing is not an admission by Insight Holdings, IVA, IVA Ltd or IVA Associates Co-Investment that it is the beneficial owner of any Ordinary Shares held by the Insight VII Funds or IVP Co-Investment Fund II, nor is it an admission by any of the Insight VII Funds or IVP Co-Investment Fund II that it is the beneficial owner of the Ordinary Shares held by the other Insight VII Funds or the Insight VII Funds.
CUSIP No. G14838109 | 13G | Page 16 of 21 Pages |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
Item 8. | Identification and Classification of Members of the Group. |
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a group for purposes of Rule 13d-5 or for any other purpose.
Item 9. | Notice of Dissolution of Group. |
Not applicable.
Item 10. | Certification. |
Not applicable.
CUSIP No. G14838109 | 13G | Page 17 of 21 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 1, 2016 | ||||
INSIGHT VENTURE PARTNERS VII, L.P. | ||||
By: | Insight Venture Associates VII, L.P., its general partner | |||
By: | Insight Ventures Associates VII, Ltd., its general partner | |||
By: | /s/ Blair M. Flicker | |||
Name: | Blair M. Flicker | |||
Title: | Vice President | |||
INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P. | ||||
By: | Insight Venture Associates VII, L.P., its general partner | |||
By: | Insight Venture Associates VII, Ltd., its general partner | |||
By: | /s/ Blair M. Flicker | |||
Name: | Blair M. Flicker | |||
Title: | Vice President | |||
INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P. | ||||
By: | Insight Venture Associates VII, L.P., its general partner | |||
By: | Insight Venture Associates VII, Ltd., its general partner | |||
By: | /s/ Blair M. Flicker | |||
Name: | Blair M. Flicker | |||
Title: | Vice President | |||
INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P. | ||||
By: | Insight Venture Associates VII, L.P., its general partner | |||
By: | Insight Venture Associates VII, Ltd., its general partner | |||
By: | /s/ Blair M. Flicker | |||
Name: | Blair M. Flicker | |||
Title: | Vice President |
CUSIP No. G14838109 | 13G | Page 18 of 21 Pages |
INSIGHT VENTURE ASSOCIATES VII, L.P. | ||||
By: |
Insight Venture Associates VII, Ltd., its general partner | |||
B y: | /s/ Blair M. Flicker | |||
Name: |
Blair M. Flicker | |||
Title: |
Vice President | |||
INSIGHT VENTURE ASSOCIATES VII, LTD. | ||||
By: |
/s/ Blair M. Flicker | |||
Name: |
Blair M. Flicker | |||
Title: |
Vice President | |||
INSIGHT HOLDINGS GROUP, LLC | ||||
By: |
/s/ Blair M. Flicker | |||
Name: |
Blair M. Flicker | |||
Title: |
Attorney-in-Fact | |||
INSIGHT VENTURE PARTNERS COINVESTMENT FUND II, L.P. | ||||
By: |
Insight Venture Associates Coinvestment II, L.P., its general partner | |||
By: |
/s/ Blair M. Flicker | |||
Name: |
Blair M. Flicker | |||
Title: |
Vice President | |||
INSIGHT VENTURE ASSOCIATES COINVESTMENT II, L.P. | ||||
By: |
/s/ Blair M. Flicker | |||
Name: |
Blair M. Flicker | |||
Title: |
Authorized Officer |
CUSIP No. G14838109 | 13G | Page 19 of 21 Pages |
EXHIBIT INDEX
Exhibit 99.1 | Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended |
CUSIP No. G14838109 | 13G | Page 20 of 21 Pages |
Exhibit 99.1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or its knows or has reason to believe that such information is inaccurate.
Date: February 1, 2016
INSIGHT VENTURE PARTNERS VII, L.P. | ||||
By: | Insight Venture Associates VII, L.P., its general partner | |||
By: | Insight Ventures Associates VII, Ltd., its general partner | |||
By: | /s/ Blair M. Flicker | |||
Name: | Blair M. Flicker | |||
Title: | Vice President | |||
INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P. | ||||
By: | Insight Venture Associates VII, L.P., its general partner | |||
By: | Insight Venture Associates VII, Ltd., its general partner | |||
By: | /s/ Blair M. Flicker | |||
Name: | Blair M. Flicker | |||
Title: | Vice President | |||
INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P. | ||||
By: | Insight Venture Associates VII, L.P., its general partner | |||
By: | Insight Venture Associates VII, Ltd., its general partner | |||
By: | /s/ Blair M. Flicker | |||
Name: | Blair M. Flicker | |||
Title: | Vice President | |||
INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P. | ||||
B y: | Insight Venture Associates VII, L.P., its general partner | |||
By: | Insight Venture Associates VII, Ltd., its general partner | |||
By: | /s/ Blair M. Flicker | |||
Name: | Blair M. Flicker | |||
Title: | Vice President |
CUSIP No. G14838109 | 13G | Page 2 1 of 21 Pages |
INSIGHT VENTURE ASSOCIATES VII, L.P. | ||||
By: | Insight Venture Associates VII, Ltd., its general partner | |||
By: | /s/ Blair M. Flicker | |||
Name: | Blair M. Flicker | |||
Title: | Vice President | |||
INSIGHT VENTURE ASSOCIATES VII, LTD. | ||||
By: | /s/ Blair M. Flicker | |||
Name: | Blair M. Flicker | |||
Title: | Vice President | |||
INSIGHT HOLDINGS GROUP, LLC | ||||
By: | /s/ Blair M. Flicker | |||
Name: | Blair M. Flicker | |||
Title: | Attorney-in-Fact | |||
INSIGHT VENTURE PARTNERS COINVESTMENT FUND II, L.P. | ||||
By: | Insight Venture Associates Coinvestment II, L.P., its general partner | |||
By: | /s/ Blair M. Flicker | |||
Name: | Blair M. Flicker | |||
Title: | Vice President | |||
INSIGHT VENTURE ASSOCIATES COINVESTMENT II, L.P. | ||||
By: |
/s/ Blair M. Flicker | |||
Name: | Blair M. Flicker | |||
Title: | Authorized Officer |