CUSIP No. 88770Q105
|
Page 1 of 16 Pages
|
Tintri, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.00005 per share
|
(Title of Class of Securities)
|
88770Q105
|
(CUSIP Number)
|
Blair Flicker
General Counsel
Insight Venture Partners
1114 Avenue of the Americas, 36th Floor
New York, NY 10036
212-230-9200
With a copy to:
Gordon R. Caplan
Matthew J. Guercio
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
212-728-8000
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
February 27, 2018
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 88770Q105
|
Page 2 of 16 Pages
|
SCHEDULE 13D
|
||||||
CUSIP No. – 88770Q105
|
||||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Partners VIII, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
OO
|
|||||
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
2,309,127
|
||||
8
|
SHARED VOTING POWER
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
2,309,127
|
|||||
10
|
SHARED DISPOSITIVE POWER
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,309,127
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
|||||
14
|
TYPE OF REPORTING PERSON
PN
|
|||||
CUSIP No. 88770Q105
|
Page 3 of 16 Pages
|
SCHEDULE 13D
|
||||||
CUSIP No. – 88770Q105
|
||||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Associates VIII, Ltd.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
OO
|
|||||
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
3,721,218
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
3,721,218
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,721,218
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
|
|||||
14
|
TYPE OF REPORTING PERSON
CO
|
|||||
CUSIP No. 88770Q105
|
Page 4 of 16 Pages
|
SCHEDULE 13D
|
||||||
CUSIP No. – 88770Q105
|
||||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Holdings Group, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
OO
|
|||||
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
5,335,075
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
5,335,075
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,335,075
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
|
|||||
14
|
TYPE OF REPORTING PERSON
OO
|
|||||
CUSIP No. 88770Q105
|
Page 5 of 16 Pages
|
SCHEDULE 13D
|
||||||
CUSIP No. – 88770Q105
|
||||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Star Trinity, LP
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
OO
|
|||||
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
1,613,857
|
||||
8
|
SHARED VOTING POWER
0
|
|||||
9
|
SOLE DISPOSITIVE POWER
1,613,857
|
|||||
10
|
SHARED DISPOSITIVE POWER
0
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,613,857
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
|||||
14
|
TYPE OF REPORTING PERSON
PN
|
|||||
CUSIP No. 88770Q105
|
Page 6 of 16 Pages
|
SCHEDULE 13D
|
||||||
CUSIP No. – 88770Q105
|
||||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Star Trinity GP, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
OO
|
|||||
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
1,613,857
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
1,613,857
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,613,857
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
|||||
14
|
TYPE OF REPORTING PERSON
OO
|
|||||
CUSIP No. 88770Q105
|
Page 7 of 16 Pages
|
SCHEDULE 13D
|
||||||
CUSIP No. – 88770Q105
|
||||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Management, L.L.C.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
OO
|
|||||
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
1,613,857
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
1,613,857
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,613,857
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
|||||
14
|
TYPE OF REPORTING PERSON
OO
|
|||||
CUSIP No. 88770Q105
|
Page 8 of 16 Pages
|
SCHEDULE 13D
|
|||||
CUSIP No. – 88770Q105
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Partners (Cayman) VIII, L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
OO
|
||||
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
597,304
|
|||
8
|
SHARED VOTING POWER
0
|
||||
9
|
SOLE DISPOSITIVE POWER
597,304
|
||||
10
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
597,304
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 88770Q105
|
Page 9 of 16 Pages
|
SCHEDULE 13D
|
|||||
CUSIP No. – 88770Q105
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Partners (Delaware) VIII, L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
OO
|
||||
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
732,380
|
|||
8
|
SHARED VOTING POWER
0
|
||||
9
|
SOLE DISPOSITIVE POWER
732,380
|
||||
10
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
732,380
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 88770Q105
|
Page 10 of 16 Pages
|
SCHEDULE 13D
|
|||||
CUSIP No. – 88770Q105
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Partners VIII (Co-Investors), L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
OO
|
||||
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
82,407
|
|||
8
|
SHARED VOTING POWER
0
|
||||
9
|
SOLE DISPOSITIVE POWER
82,407
|
||||
10
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,407
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 88770Q105
|
Page 11 of 16 Pages
|
SCHEDULE 13D
|
|||||
CUSIP No. – 88770Q105
|
|||||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Insight Venture Associates VIII, L.P.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
OO
|
||||
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
3,721,218
|
||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
3,721,218
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,721,218
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
|
||||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 88770Q105
|
Page 12 of 16 Pages
|
CUSIP No. 88770Q105
|
Page 13 of 16 Pages
|
A.
|
Note Purchase Agreement (incorporated by reference to Exhibit 10.16 of Amendment No. 5 to the Issuer’s Form S-1 filed June 29, 2017 (File No. 333-218429).
|
B.
|
Amended and Restated Investors’ Rights Agreement dated as of July 24, 2015 by and among Tintri, Inc. and certain stockholders (incorporated by reference to Exhibit 4.1 of the Issuer’s Form S-1 filed June 1, 2017 (File No. 333-218429)).
|
Exhibit 99.1
|
Joint Filing Agreement, dated July 10, 2017, by and among the Reporting Persons (previously filed).
|
CUSIP No. 88770Q105
|
Page 14 of 16 Pages
|
INSIGHT VENTURE PARTNERS VIII, L.P.
|
||
By: Insight Venture Associates VIII, L.P., its general partner
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
INSIGHT VENTURE PARTNERS (CAYMAN) VIII, L.P.
|
||
By: Insight Venture Associates VIII, L.P., its general partner
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
CUSIP No. 88770Q105
|
Page 15 of 16 Pages
|
INSIGHT VENTURE PARTNERS (DELAWARE) VIII, L.P.
|
||
By: Insight Venture Associates VIII, L.P., its general partner
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
INSIGHT VENTURE PARTNERS VIII (CO-INVESTORS), L.P.
|
||
By: Insight Venture Associates VIII, L.P., its general partner
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
STAR TRINITY, LP
|
||
By: Star Trinity GP, LLC, its general partner
|
||
By:
|
/s/ Eric Goldstein
|
|
Name: Eric Goldstein
|
||
Title: Authorized Officer
|
||
CUSIP No. 88770Q105
|
Page 16 of 16 Pages
|
STAR TRINITY GP, LLC
|
||
By:
|
/s/ Eric Goldstein
|
|
Name: Eric Goldstein
|
||
Title: Authorized Officer
|
||
INSIGHT VENTURE ASSOCIATES VIII, L.P.
|
||
By: Insight Venture Associates VIII, Ltd., its general partner
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
INSIGHT VENTURE ASSOCIATES VIII, LTD.
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
INSIGHT VENTURE MANAGEMENT, L.L.C.
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||
INSIGHT HOLDINGS GROUP, LLC
|
||
By:
|
/s/ Blair Flicker
|
|
Name: Blair Flicker
|
||
Title: Authorized Signatory
|
||