Form 13G’s must be filed with the SEC upon any investor or entity amassing at least 5% of a company’s outstanding shares, or alternatively, an investment falling beneath the 5% ownership threshold. Investors should closely monitor this filing activity, as it represents the trading activity of some of the company’s biggest supporters, who have doubtlessly done an immense amount of research on the company and its sector and have a good understanding of its value and potential. Below we have embedded just such a filing, issued by Colin Moran‘s Abdiel Capital Advisors on Mimecast Ltd (NASDAQ:MIME), revealing the investment firm’s 5% stake in the data solutions provider, representing 2.73 million shares of stock. Mr. Moran’s firm reported no ownership of the stock as of the end of December.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Abdiel Qualified Master Fund | 0 | 2,591,731 | 0 | 2,591,731 | 4.8% | |
| Abdiel Capital | 0 | 133,501 | 0 | 133,501 | 0.2% | |
| Abdiel Capital Management | 0 | 2,725,232 | 0 | 2,725,232 | 5.0% | |
| Abdiel Capital Advisors | 0 | 2,725,232 | 0 | 2,725,232 | 5.0% | |
| Colin T. Moran | 0 | 2,725,232 | 0 | 2,725,232 | 5.0% |
Page 1 of 8 SEC Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* |
| Mimecast Limited |
| (Name of Issuer) |
| Ordinary Shares, $0.012 par value |
| (Title of Class of Securities) |
| G14838109 |
| (CUSIP Number) |
| February 16, 2016 |
| Date of Event Which Requires Filing of this Statement |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s 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 (“Act”) 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).
Page 2 of 8 SEC Filing
| 1 | Name of Reporting Person: Abdiel Qualified Master Fund, LP I.R.S. Identification No. of above Person (entities only) (voluntary) | |||
| 2 | Check the Appropriate Box if a Member of a Group (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | Citizenship or Place of Organization Cayman Islands | |||
| NUMBER OF | 5 | SOLE VOTING POWER 0 | ||
| SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,591,731 | ||
| EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 0 | ||
| WITH | 8 | SHARED DISPOSITIVE POWER 2,591,731 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 2,591,731 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% * | |||
| 12 | TYPE OF REPORTING PERSON PN | |||
* Based on 54,078,429 Ordinary Shares outstanding as of December 31, 2015, as reported in the Issuer’s Report on Form 6-K for the period ended December 31, 2015 filed with the Securities and Exchange Commission on February 11, 2016.
Page 3 of 8 SEC Filing
| 1 | Names of Reporting Person: Abdiel Capital, LP I.R.S. Identification No. of above Person (entities only) (voluntary) | |||
| 2 | Check the Appropriate Box if a Member of a Group (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | Citizenship or Place of Organization Delaware | |||
| NUMBER OF | 5 | SOLE VOTING POWER 0 | ||
| SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 133,501 | ||
| EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 0 | ||
| WITH | 8 | SHARED DISPOSITIVE POWER 133,501 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 133,501 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% * | |||
| 12 | TYPE OF REPORTING PERSON PN | |||
* Based on 54,078,429 Ordinary Shares outstanding as of December 31, 2015, as reported in the Issuer’s Report on Form 6-K for the period ended December 31, 2015 filed with the Securities and Exchange Commission on February 11, 2016.
Page 4 of 8 SEC Filing
| 1 | Names of Reporting Person: Abdiel Capital Management, LLC I.R.S. Identification No. of above Person (entities only) (voluntary) | |||
| 2 | Check the Appropriate Box if a Member of a Group (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | Citizenship or Place of Organization Delaware | |||
| NUMBER OF | 5 | SOLE VOTING POWER 0 | ||
| SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,725,232 * | ||
| EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 0 | ||
| WITH | 8 | SHARED DISPOSITIVE POWER 2,725,232* | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 2,725,232 * | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% ** | |||
| 12 | TYPE OF REPORTING PERSON OO | |||
* Consists of 2,591,731 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 133,501 shares of Common Stock held by Abdiel Capital, LP.
** Based on 54,078,429 Ordinary Shares outstanding as of December 31, 2015, as reported in the Issuer’s Report on Form 6-K for the period ended December 31, 2015 filed with the Securities and Exchange Commission on February 11, 2016.
Page 5 of 8 SEC Filing
| 1 | Names of Reporting Person: Abdiel Capital Advisors, LP I.R.S. Identification No. of above Person (entities only) (voluntary) | |||
| 2 | Check the Appropriate Box if a Member of a Group (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | Citizenship or Place of Organization Delaware | |||
| NUMBER OF | 5 | SOLE VOTING POWER 0 | ||
| SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,725,232* | ||
| EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 0 | ||
| WITH | 8 | SHARED DISPOSITIVE POWER 2,725,232* | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 2,725,232* | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% ** | |||
| 12 | TYPE OF REPORTING PERSON PN, IA | |||
* Consists of 2,591,731 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 133,501 shares of Common Stock held by Abdiel Capital, LP.
** Based on 54,078,429 Ordinary Shares outstanding as of December 31, 2015, as reported in the Issuer’s Report on Form 6-K for the period ended December 31, 2015 filed with the Securities and Exchange Commission on February 11, 2016.
Page 6 of 8 SEC Filing
| 1 | Names of Reporting Person: Colin T. Moran I.R.S. Identification No. of above Person (entities only) (voluntary) | |||
| 2 | Check the Appropriate Box if a Member of a Group (a) o (b) o | |||
| 3 | SEC USE ONLY | |||
| 4 | Citizenship or Place of Organization United States | |||
| NUMBER OF | 5 | SOLE VOTING POWER 0 | ||
| SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 2,725,232* | ||
| EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 0 | ||
| WITH | 8 | SHARED DISPOSITIVE POWER 2,725,232 * | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED 2,725,232 * | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% ** | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
* Consists of 2,591,731 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 133,501 shares of Common Stock held by Abdiel Capital, LP.
** Based on 54,078,429 Ordinary Shares outstanding as of December 31, 2015, as reported in the Issuer’s Report on Form 6-K for the period ended December 31, 2015 filed with the Securities and Exchange Commission on February 11, 2016.
Page 7 of 8 SEC Filing
SCHEDULE 13G
| Item 1(a) | Name of Issuer: Mimecast Limited. |
| Item 1(b) | Address of Issuer’s Principal Executive Offices: One Ropemaker Street, London EC2Y 9AW, United Kingdom |
| Item 2(a) | Name of Persons Filing: Abdiel Qualified Master Fund, LP Abdiel Capital, LP Abdiel Capital Management, LLC Abdiel Capital Advisors, LP Colin T. Moran |
| Item 2(b) | Address of Principal Business Office, or if None, Residence: 410 Park Avenue, Suite 930, New York, NY 10022 |
| Item 2(c) | Citizenship: Abdiel Qualified Master Fund, LP – Cayman Islands Abdiel Capital, LP – Delaware Abdiel Capital Management, LLC – Delaware Abdiel Capital Advisors, LP – Delaware Colin T. Moran – United States |
| Item 2(d) | Title of Class of Securities: Ordinary Shares, $0.012 par value |
| Item 2(e) | CUSIP Number: G14838109 |
| Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is: Not Applicable. |
| Item 4 | Ownership: (a) through (c): The information requested herein is incorporated by reference to the cover pages to this Schedule 13G. Abdiel Capital Management, LLC and Abdiel Capital Advisors, LP serve as the general partner and the investment manager, respectively, of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP. Colin T. Moran serves as managing member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which serves as the general partner of Abdiel Capital Advisors, LP. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
| Item 5 | Ownership of Five Percent or Less of the Class: Not Applicable. |
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person: Not Applicable. |
| 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: Not Applicable. |
| Item 9 | Notice of Dissolution of Group: Not Applicable. |
| Item 10 | Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
CUSIP No. G14838109
SIGNATURES
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 25, 2016
| ABDIEL QUALIFIED MASTER FUND LP | ||
| By: | Abdiel Capital Management, LLC, its General Partner | |
| By: | /s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| ABDIEL CAPITAL LP | ||
| By: | Abdiel Capital Management, LLC, its General Partner | |
| By: | /s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| ABDIEL CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| ABDIEL CAPITAL ADVISORS, LP | ||
| By: | Abdiel Capital Partners, LLC, its General Partner | |
| By: | /s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| COLIN T. MORAN | ||
| By: | /s/ Colin T. Moran | |
| Colin T. Moran, Individually | ||
Page 8 of 8 SEC Filing
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 25, 2016
| ABDIEL QUALIFIED MASTER FUND LP | ||
| By: | Abdiel Capital Management, LLC, its General Partner | |
| By: | /s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| ABDIEL CAPITAL LP | ||
| By: | Abdiel Capital Management, LLC, its General Partner | |
| By: | /s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| ABDIEL CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| ABDIEL CAPITAL ADVISORS, LP | ||
| By: | Abdiel Capital Partners, LLC, its General Partner | |
| By: | /s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| COLIN T. MORAN | ||
| By: | /s/ Colin T. Moran | |
| Colin T. Moran, Individually | ||