0001628280-18-012302.txt : 20181003 0001628280-18-012302.hdr.sgml : 20181003 20181003194555 ACCESSION NUMBER: 0001628280-18-012302 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181003 FILED AS OF DATE: 20181003 DATE AS OF CHANGE: 20181003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC US (TTGP), LTD. CENTRAL INDEX KEY: 0001607841 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38683 FILM NUMBER: 181106655 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sandscape, LLC CENTRAL INDEX KEY: 0001744933 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38683 FILM NUMBER: 181106656 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL USV XIV HOLDCO, LTD. CENTRAL INDEX KEY: 0001611394 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38683 FILM NUMBER: 181106657 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650 854 3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), L.P. CENTRAL INDEX KEY: 0001561342 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38683 FILM NUMBER: 181106658 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV, L.P. CENTRAL INDEX KEY: 0001556219 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38683 FILM NUMBER: 181106659 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER NAME: FORMER CONFORMED NAME: SEQUOIA CAPITAL U.S. VENTURE XIV PRINCIPALS FUND, L.P. DATE OF NAME CHANGE: 20120814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL U.S. VENTURE FUND XIV, L.P. CENTRAL INDEX KEY: 0001556027 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38683 FILM NUMBER: 181106660 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC U.S. VENTURE XIV MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001611397 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38683 FILM NUMBER: 181106661 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650 854 3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL SCOUT FUND II, L.L.C. CENTRAL INDEX KEY: 0001611358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38683 FILM NUMBER: 181106662 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650 854 3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL U.S. VENTURE 2010-SEED FUND, L.P. CENTRAL INDEX KEY: 0001563112 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38683 FILM NUMBER: 181106663 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC U.S. VENTURE 2010 MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001611355 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38683 FILM NUMBER: 181106664 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650 854 3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Guardant Health, Inc. CENTRAL INDEX KEY: 0001576280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 454139254 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 505 PENOBSCOT DR. CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 855-698-8887 MAIL ADDRESS: STREET 1: 505 PENOBSCOT DR. CITY: REDWOOD CITY STATE: CA ZIP: 94063 3 1 wf-form3_153861033349768.xml FORM 3 X0206 3 2018-10-03 0 0001576280 Guardant Health, Inc. GH 0001607841 SC US (TTGP), LTD. 2800 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001744933 Sandscape, LLC 2800 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001611394 SEQUOIA CAPITAL USV XIV HOLDCO, LTD. 2800 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001561342 SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), L.P. 2800 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001556219 SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV, L.P. 2800 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001556027 SEQUOIA CAPITAL U.S. VENTURE FUND XIV, L.P. 2800 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001611397 SC U.S. VENTURE XIV MANAGEMENT, L.P. 2800 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001611358 SEQUOIA CAPITAL SCOUT FUND II, L.L.C. 2800 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001563112 SEQUOIA CAPITAL U.S. VENTURE 2010-SEED FUND, L.P. 2800 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001611355 SC U.S. VENTURE 2010 MANAGEMENT, L.P. 2800 SAND HILL ROAD SUITE 101 MENLO PARK CA 94025 0 0 1 0 COMMON STOCK 15898 I By Sandscape, LLC SERIES A PREFERRED STOCK COMMON STOCK 13264.0 I By Sandscape, LLC SERIES A PREFERRED STOCK COMMON STOCK 5564701.0 I By Sequoia Capital USV XIV Holdco, Ltd. SERIES B PREFERRED STOCK COMMON STOCK 1402994.0 I By Sequoia Capital USV XIV Holdco, Ltd. SERIES C PREFERRED STOCK COMMON STOCK 233832.0 I By Sequoia Capital USV XIV Holdco, Ltd. SERIES D PREFERRED STOCK COMMON STOCK 508497.0 I By Sequoia Capital USV XIV Holdco, Ltd. SERIES E PREFERRED STOCK COMMON STOCK 44866.0 I By Sequoia Capital USV XIV Holdco, Ltd. The shares are directly held by Sandscape, LLC. SC US (TTGP), Ltd. is the general partner of SC US Venture 2010 Management, L.P., which is the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., which is the managing member of Sequoia Capital Scout Fund II, L.L.C., which is the managing member of Sandscape, LLC. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by Sandscape, LLC. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. The shares of the Issuer's Series A, Series B, Series C, Series D and Series E Preferred Stock (collectively, the "Preferred Stock) are convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation")). The shares of Preferred Stock will automatically convert into shares of the Issuer's Common Stock, for no additional consideration, at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the consummation of the Issuer's initial public offering, and have no expiration date. The shares are directly held by Sequoia Capital USV XIV Holdco, Ltd., or SC USV XIV Holdco. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture XIV Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture Fund XIV, L.P., Sequoia Capital U.S. Venture Partners Fund XIV, L.P. and Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P., or collectively, the SC USV XIV Funds. The SC USV XIV Funds together own 100% of the outstanding ordinary shares of SC USV XIV Holdco. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SC USV XIV Holdco. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Exhibit 24.1 Power of Attorney for Roelof F. Botha */s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC US Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., the managing member of Sequoia Capital Scout Fund II, L.L.C. ** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC US Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., the managing member of Sequoia Capital Scout Fund II, L.L.C., the managing member of Sandscape, LLC *** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P. **** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of Sequoia Capital U.S. Venture Fund XIV, L.P. *****/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of Sequoia Capital U.S. Venture Partners Fund XIV, L.P. ****** /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P. *******/s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC U.S. Venture XIV Management, L.P., the general partner of each of Sequoia Capital U.S. Venture Fund XIV, L.P., Sequoia Capital U.S. Venture Partners Fund XIV, L.P. and Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P., the 100% owners of Sequoia Capital USV XIV Holdco, Ltd. /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd. 2018-10-03 /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC US Venture 2010 Management, L.P. 2018-10-03 /s/ Jung Yeon Son, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the general partner of SC US Venture 2010 Management, L.P., the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. 2018-10-03 * See remarks 2018-10-03 ** See remarks 2018-10-03 *** See remarks 2018-10-03 **** See remarks 2018-10-03 ***** See remarks 2018-10-03 ****** See remarks 2018-10-03 ******* See remarks 2018-10-03 EX-24 2 ex-24.htm GUARDANT POA SEQUOIA

LIMITED POWER OF ATTORNEY
FOR CERTAIN FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION

       Know all by these presents that the undersigned hereby constitutes and appoints each of Chris Cooper, Marie Klemchuk and Jung Yeon Son the undersigned's true and lawful attorney-in-fact to:

1.    Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or stockholder of any entity affiliated with Sequoia Capital Operations, LLC or any corporation or other person in which an investment fund affiliated with Sequoia Capital Operations, LLC makes an investment (each, a "Company"), Forms 3, 4, and 5 and amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules thereunder, as well as any reports on Schedules 13D or 13G or Forms 13F or 13H and amendments thereto in each case in accordance with Section 13 of the 1934 Act and the rules thereunder or any Forms 144 in accordance with Rule 144 under the Securities Act of 1933, as amended  (the "1933 Act");
2.    Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, Schedule 13D, Schedule 13G, Form 13F, Form 13H or Form 144 or amendment thereto and timely file such form with the United States Securities and Exchange Commission (the "SEC") and any stock exchange or similar authority; and

3.    Take any other action of any type whatsoever which, in the opinion of such attorney-in-fact, may be necessary or desirable in connection with the foregoing authority, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve.

       The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or any such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the 1934 Act or Rule 144 under the 1933 Act.

       This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.  This Limited Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.

    IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of April 24, 2017.

By: /s/ Roelof F. Botha
----------------------------
Roelof F. Botha