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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Fastly, Inc. [ FSLY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 02/26/2020 | C(1) | 2,200,000 | A | $0.00 | 2,200,000 | I | See Footnote(2) | ||
Class A Common Stock | 02/26/2020 | C(1) | 595,964 | A | $0.00 | 595,964 | I | See Footnote(3) | ||
Class A Common Stock | 02/26/2020 | J(4) | 2,200,000 | D | $0.00 | 0 | I | See Footnote(2) | ||
Class A Common Stock | 02/26/2020 | J(4) | 595,964 | D | $0.00 | 0 | I | See Footnote(3) | ||
Class A Common Stock | 02/26/2020 | J(5) | 555,721 | A | $0.00 | 555,721 | I | See Footnote(6) | ||
Class A Common Stock | 02/26/2020 | J(5) | 555,721 | D | $0.00 | 0 | I | See Footnote(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (7) | 02/26/2020 | C | 2,200,000 | (7) | (7) | Class A Common Stock | 2,200,000 | $0.00 | 3,098,407 | I | See Footnote(2) | |||
Class B Common Stock | (7) | 02/26/2020 | C | 595,964 | (7) | (7) | Class A Common Stock | 595,964 | $0.00 | 839,334 | I | See Footnote(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Each share of Class B Common Stock converted into Class A Common Stock upon the election of the reporting person. |
2. These shares are held directly by Amplify Partners, L.P. The sole general partner is Amplify GP Partners, LLC. Sunil Dhaliwal, a member of the Issuer's Board of Directors, is a managing member of Amplify GP Partners, LLC, and may be deemed to have voting and investment power with respect to these securities. Amplify GP Partners, LLC and Sunil Dhaliwal disclaim beneficial ownership of the securities except to the extent of its or his pecuniary interest therein. |
3. These shares are held directly by AP Opportunity Fund LLC. The sole general partner is Amplify GP Partners, LLC. Sunil Dhaliwal, a member of the Issuer's Board of Directors, is a managing member of Amplify GP Partners, LLC, and may be deemed to have voting and investment power with respect to these securities. Amplify GP Partners, LLC and Sunil Dhaliwal disclaim beneficial ownership of the securities except to the extent of its or his pecuniary interest therein. |
4. The reporting person distributed, for no consideration, the shares of Class A Common Stock to its partners, representing each such partner's pro rata interest in such shares. |
5. The reporting person distributed, for no consideration, the shares of Class A Common Stock to its members. |
6. These shares are held directly by Amplify GP Partners, LLC. Sunil Dhaliwal, a member of the Issuer's Board of Directors, is a managing member of Amplify GP Partners, LLC, and may be deemed to have voting and investment power with respect to these securities. Amplify GP Partners, LLC and Sunil Dhaliwal disclaim beneficial ownership of the securities except to the extent of its or his pecuniary interest therein. |
7. 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. 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. |
Remarks: |
Amplify GP Partners, LLC, By: /s/ Steve Agelopoulos, Chief Financial Officer | 02/28/2020 | |
Amplify Partners, L.P., By: Amplify GP Partners, LLC, its sole general partner, By: /s/ Steve Agelopoulos, Chief Financial Officer | 02/28/2020 | |
AP Opportunity Fund LLC, By: Amplify GP Partners, LLC, its sole general partner, By: /s/ Steve Agelopoulos, Chief Financial Officer | 02/28/2020 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |