SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Li Ping

(Last)

(First)

(Middle)

C/O TENABLE HOLDINGS, INC.

7021 COLUMBIA GATEWAY DRIVE, SUITE 500

(Street)

COLUMBIA

21046

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2018

3. Issuer Name and Ticker or Trading Symbol
Tenable Holdings, Inc. [ TENB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	417,636	I	By Accel Growth Fund II L.P.⁽¹⁾
Common Stock	30,240	I	By Accel Growth Fund II Strategic Partners L.P.⁽²⁾
Common Stock	79,967	I	By Accel Growth Fund III L.P.⁽³⁾
Common Stock	3,775	I	By Accel Growth Fund III Strategic Partners L.P.⁽⁴⁾
Common Stock	40,644	I	By Accel Growth Fund Investors 2012 L.L.C.⁽⁵⁾
Common Stock	5,298	I	By Accel Growth Fund Investors 2014 L.L.C.⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	13,548,060	⁽⁷⁾	I	By Accel Growth Fund II L.P.⁽¹⁾
Series A Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	980,940	⁽⁷⁾	I	By Accel Growth Fund II Strategic Partners L.P.⁽²⁾
Series A Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	1,318,500	⁽⁷⁾	I	By Accel Growth Fund Investors 2012 L.L.C.⁽⁵⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	7,719,155	⁽⁷⁾	I	By Accel Growth Fund III L.P.⁽³⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	364,427	⁽⁷⁾	I	By Accel Growth Fund III Strategic Partners L.P.⁽⁴⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	511,401	⁽⁷⁾	I	By Accel Growth Fund Investors 2014 L.L.C.⁽⁶⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	231,806	⁽⁷⁾	I	By Accel Investors 2013 L.L.C.⁽⁸⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	2,182,696	⁽⁷⁾	I	By Accel XI L.P.⁽⁹⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	163,992	⁽⁷⁾	I	By Accel XI Strategic Partners L.P.⁽¹⁰⁾

Explanation of Responses:

1. Accel Growth Fund II Associates L.L.C. is the general partner of Accel Growth Fund II L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Growth Fund II Associates L.L.C. and share voting and investment powers over such shares. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

2. Accel Growth Fund II Associates L.L.C. is the general partner of Accel Growth Fund II Strategic Partners L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Growth Fund II Associates L.L.C. and share voting and investment powers over such shares. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

3. Accel Growth Fund III Associates L.L.C. is the general partner of Accel Growth Fund III L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Growth Fund III Associates L.L.C. and share voting and investment powers over such shares. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

4. Accel Growth Fund III Associates L.L.C. is the general partner of Accel Growth Fund III Strategic Partners L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Growth Fund III Associates L.L.C. and share voting and investment powers over such shares. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

5. Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock, , Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2012 L.L.C. and share voting and investment powers over such shares. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

6. Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2014 L.L.C. and share voting and investment powers over such shares. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

7. Each share of Preferred Stock is convertible, at any time, at the holder's election, into Common Stock on a 1-for-1 basis. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Preferred Stock will automatically convert into one (1) share of Common Stock for no additional consideration. The Preferred Stock has no expiration date.

8. Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock and Richard P. Wong are the Managing Members of Accel Investors 2013 L.L.C. and share voting and investment powers over such shares. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

9. Accel XI Associates L.L.C. is the General Partner of Accel XI L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock and Richard P. Wong are the Managing Members of Accel XI Associates L.L.C. and share voting and investment powers over such shares. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

10. Accel XI Associates L.L.C. is the General Partner of Accel XI Strategic Partners L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock and Richard P. Wong are the Managing Members of Accel XI Associates L.L.C. and share voting and investment powers over such shares. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ Brian F. Leaf, Attorney-in-Fact	07/25/2018
	** 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 5 (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).
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