Filing Details

Accession Number:
0001072613-18-000190
Form Type:
13D Filing
Publication Date:
2018-03-06 16:25:33
Filed By:
New Enterprise Associates 12, Limited Partnership
Company:
Tintri Inc.
Filing Date:
2018-03-06
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
New Enterprise Associates 1 0 6,219,583 0 6,219,583 6,219,583 19.3%
NEA Partners 1 0 6,219,583 0 6,219,583 6,219,583 19.3%
NEA 0 6,219,583 0 6,219,583 6,219,583 19.3%
M. James Barrett 0 6,219,583 0 6,219,583 6,219,583 19.3%
Peter J. Barris 0 6,219,583 0 6,219,583 6,219,583 19.3%
Forest Baskett 0 6,219,583 0 6,219,583 6,219,583 19.3%
Patrick J. Kerins 0 6,219,583 0 6,219,583 6,219,583 19.3%
Scott D. Sandell 0 6,219,583 0 6,219,583 6,219,583 19.3%
Filing

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

 
SCHEDULE 13D
 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
 


Tintri, Inc.

(Name of Issuer)
 

Common Stock, $.00005 par value

(Title of Class of Securities)
 

88770Q105

(CUSIP Number)
 

Louis S. Citron, Esq.
New Enterprise Associates
1954 Greenspring Drive, Suite 600, Timonium, MD  21093
(410) 842-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 

February 26, 2018

(Date of Event which Requires Filing of this Statement)
 
 
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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).
 

 
CUSIP No.  88770Q105 13D Page 2 of 18 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
New Enterprise Associates 12, Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
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 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
6,219,583 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
6,219,583 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,219,583 shares
 
 
 
 
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)
 
 
19.3%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
CUSIP No.  88770Q105 13D Page 3 of 18 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
NEA Partners 12, Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
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 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
6,219,583 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
6,219,583 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,219,583 shares
 
 
 
 
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)
 
 
19.3%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
CUSIP No.  88770Q105 13D Page 4 of 18 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
NEA 12 GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
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 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
6,219,583 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
6,219,583 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,219,583 shares
 
 
 
 
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)
 
 
19.3%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
CUSIP No.  88770Q105 13D Page 5 of 18 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
M. James Barrett
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States citizen
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
6,219,583 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
6,219,583 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,219,583 shares
 
 
 
 
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)
 
 
19.3%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
CUSIP No.  88770Q105 13D Page 6 of 18 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Peter J. Barris
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States citizen
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
6,219,583 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
6,219,583 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,219,583 shares
 
 
 
 
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)
 
 
19.3%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
CUSIP No.  88770Q105 13D Page 7 of 18 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Forest Baskett
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States citizen
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
6,219,583 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
6,219,583 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,219,583 shares
 
 
 
 
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)
 
 
19.3%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
CUSIP No.  88770Q105 13D Page 8 of 18 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Patrick J. Kerins
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States citizen
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
6,219,583 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
6,219,583 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,219,583 shares
 
 
 
 
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)
 
 
19.3%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
CUSIP No.  88770Q105 13D Page 9 of 18 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Scott D. Sandell
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States citizen
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
6,219,583 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
6,219,583 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,219,583 shares
 
 
 
 
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)
 
 
19.3%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
CUSIP No.  88770Q105 13D Page 10 of 18 Pages
 
 
Schedule 13D
 
 
Item 1.
Security and Issuer.

This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends and restates the statement on Schedule 13D originally filed on July 13, 2017 relating to the common stock, $.00005 par value (the "Common Stock") of Tintri, Inc. (the "Issuer") having its principal executive office at 303 Ravendale Drive, Mountain View, CA 94043.
 

Item 2.
Identity and Background.

This statement is being filed by:

(a) New Enterprise Associates 12, Limited Partnership ("NEA 12");

(b) NEA Partners 12, Limited Partnership ("NEA Partners 12"), which is the sole general partner of NEA 12; and NEA 12 GP, LLC ("NEA 12 LLC" and, together with NEA Partners 12, the "Control Entities"), which is the sole general partner of NEA Partners 12; and

(c) M. James Barrett ("Barrett"), Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Patrick J. Kerins ("Kerins") and Scott D. Sandell ("Sandell") (together, the "Managers").  The Managers are the managers of NEA 12 LLC.

The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."

The address of the principal business office of NEA 12 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of each of Barrett, Barris and Kerins is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.  The address of the principal business office of Baskett and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.

The principal business of NEA 12 is to invest in and assist growth-oriented businesses located principally in the United States.  The principal business of NEA Partners 12 is to act as the sole general partner of NEA 12.  The principal business of NEA 12 LLC is to act as the sole general partner of NEA Partners 12.  The principal business of each of the Managers is to manage the Control Entities, NEA 12 and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

NEA 12 and NEA Partners 12 are limited partnerships organized under the laws of the State of Delaware.  NEA 12 LLC is a limited liability company organized under the laws of the State of Delaware.  Each of the Managers is a United States citizen.
 
 
 
 
CUSIP No.  88770Q105 13D Page 11 of 18 Pages
 
 

Item 3.
Source and Amount of Funds or Other Consideration.

On June 29, 2017, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No. 333-218429) in connection with its initial public offering of 8,572,000 shares of Common Stock of the Issuer (the "IPO") was declared effective.  The closing of the IPO took place on July 6, 2017, and at such closing NEA 12 purchased an aggregate of 926,429 shares of Common Stock at the IPO price of $7.00 per share.  In addition, prior to the IPO, NEA 12 purchased from the Issuer in a series of private transactions 1,261,666 shares of Series A Preferred Stock ("Series A Stock"), 773,429 shares of Series B Preferred Stock ("Series B Stock), 689,700 shares of Series C Preferred Stock ("Series C Stock"), 314,562 shares of Series D Preferred Stock ("Series D Stock"), 421,867 shares of Series E-2 Preferred Stock ("Series E-2 Stock"), 340,599 shares of Series F-2 Preferred Stock ("Series F-2 Stock") and warrants to purchase up to 971,224 shares of the Issuer's Common Stock exercisable immediately for an aggregate purchase price of $64,690,522.  Immediately prior to the closing of the IPO, these shares of Series A Stock, Series B Stock, Series C Stock, Series D Stock, Series E-2 Stock and Series F-2 Stock automatically converted into 4,321,930 shares of Common Stock of the Issuer. NEA 12 holds a total of 5,248,359 shares of the Issuer's Common Stock (the "Common Shares") and warrants to purchase up to 971,224 shares of Common Stock (the "Warrant Shares" and together with the Common Shares, the "NEA 12 Shares").

The working capital of NEA 12 was the source of the funds for the purchase of the NEA 12 Shares.  No part of the purchase price of the NEA 12 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 12 Shares.
 

Item 5.
Interest in Securities of the Issuer.

(a)
NEA 12 is the record owner of the NEA 12 Shares.  As the sole general partner of NEA 12, NEA Partners 12 may be deemed to own beneficially the NEA 12 Shares.  As the sole general partner of NEA Partners 12, NEA 12 LLC may be deemed to own beneficially the NEA 12 Shares.  As members of NEA 12 LLC, each of the Managers may be deemed to own beneficially the NEA 12 Shares.

Each Reporting Person disclaims beneficial ownership of the NEA 12 Shares other than those shares which such person owns of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet.  Such percentage was calculated based on 32,295,321 shares of Common Stock, which includes (i) the 31,324,097 shares of Common Stock outstanding as of December 5, 2017, as reflected in the Issuer's 10-Q which was filed with the Securities and Exchange Commission on December 14, 2017 and (ii) the Warrant Shares.

(b)
Regarding the number of shares as to which such person has:

(i)
sole power to vote or to direct the vote: See line 7 of cover sheets

(ii)
shared power to vote or to direct the vote: See line 8 of cover sheets

(iii)
sole power to dispose or to direct the disposition: See line 9 of cover sheets

(iv)
shared power to dispose or to direct the disposition: See line 10 of cover sheets

(c)
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

(d)
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.

(e)
Not applicable.
 
 
CUSIP No.  88770Q105 13D Page 12 of 18 Pages
 


Item 6.
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

NEA 12 is a party to a Note Purchase Agreement dated as of May 4, 2017, as amended by Amendment No. 1 to the Note Purchase Agreement dated as of July 6, 2017 (the "Note Purchase Agreement"), with the Issuer and certain other investors of the Issuer. 

Pursuant to the Note Purchase Agreement, NEA 12 agreed to purchase from the Issuer, at the Issuer's election, one or more notes having an aggregate maximum principle amount of $6,775,000.  On February 26, 2018, NEA 12 funded $6,775,000 under the Note Purchase Agreement and was issued notes of the Issuer (the "Notes").

The Notes will mature 540 days from the date of issuance, with accrued interest payable at maturity. Pursuant to the terms of the Note Purchase Agreement, as the maturity date of such Notes will occur prior to the date at which the Issuer would have been permitted to convert such amounts into Common Stock, such Notes will not be convertible by the Issuer into Common Stock.
 

Item 7.
Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
 
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.  88770Q105 13D Page 13 of 18 Pages
 
 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 6th day of March, 2018.


NEW ENTERPRISE ASSOCIATES 12, Limited Partnership

By: NEA PARTNERS 12, Limited Partnership
General Partner

By: NEA 12 GP, LLC
General Partner


By:         *                                           
Peter J. Barris
Manager


NEA PARTNERS 12, Limited Partnership

By: NEA 12 GP, LLC
General Partner


By:          *                                                                          
       Peter J. Barris
       Manager


NEA 12 GP, LLC

By:                   *                                                                  
Peter J. Barris
Manager


         *                                                                                  
M. James Barrett


         *                                                                                  
Peter J. Barris


         *                                                                                  
Forest Baskett
 
 
 
CUSIP No.  88770Q105 13D Page 14 of 18 Pages
 
 
 
 
 
         *                                                                                  
Patrick J. Kerins

 
         *                                                                                  
Scott D. Sandell
 
 
 

*/s/ Sasha O. Keough                    
Sasha O. Keough
As attorney-in-fact
 

 
This Amendment No. 1 to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.  88770Q105 13D Page 15 of 18 Pages
 
EXHIBIT 1


AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Tintri, Inc.
 
EXECUTED this 6th day of March, 2018.


NEW ENTERPRISE ASSOCIATES 12, Limited Partnership

By: NEA PARTNERS 12, Limited Partnership
General Partner

By: NEA 12 GP, LLC
General Partner


By:         *                                           
Peter J. Barris
Manager


NEA PARTNERS 12, Limited Partnership

By: NEA 12 GP, LLC
General Partner


By:          *                                                                          
       Peter J. Barris
       Manager


NEA 12 GP, LLC

By:                   *                                                                  
Peter J. Barris
Manager


         *                                                                                  
M. James Barrett


         *                                                                                  
Peter J. Barris
 
 
 
 
CUSIP No.  88770Q105 13D Page 16 of 18 Pages
 
 
 


         *                                                                                  
Forest Baskett
 
 
         *                                                                                  
Patrick J. Kerins
 

         *                                                                                  
Scott D. Sandell


*/s/ Sasha O. Keough                
Sasha O. Keough
As attorney-in-fact


This Agreement relating to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
CUSIP No.  88770Q105 13D Page 17 of 18 Pages
 
EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
 
 

/s/ M. James Barrett                     
M. James Barrett

/s/ Peter J. Barris                          
Peter J. Barris

/s/ Forest Baskett                        
Forest Baskett

/s/ Ali Behbahani                         
Ali Behbahani

/s/ Colin Bryant                            
Colin Bryant

/s/ Carmen Chang                        
Carmen Chang

/s/ Anthony A. Florence, Jr.      
Anthony A. Florence, Jr.

/s/ Carol G. Gallagher                  
Carol G. Gallagher

/s/ Dayna Grayson                      
Dayna Grayson

/s/ Patrick J. Kerins                      
Patrick J. Kerins

/s/ P. Justin Klein                        
P. Justin Klein
 
 
 
 
 
CUSIP No.  88770Q105 13D Page 18 of 18 Pages
 
 
 

/s/ Vanessa Larco                        
Vanessa Larco

/s/ Joshua Makower                    
Joshua Makower

/s/ Mohamad H. Makhzoumi      
Mohamad H. Makhzoumi

/s/ Edward T. Mathers                
Edward T. Mathers

/s/ David M. Mott                       
David M. Mott

/s/ Sara M. Nayeem                     
Sara M. Nayeem

/s/ Jason R. Nunn                        
Jason R. Nunn

/s/ Gregory Papadopoulos         
Gregory Papadopoulos

/s/ Chetan Puttagunta                 
Chetan Puttagunta

/s/ Jon Sakoda                              
Jon Sakoda

/s/ Scott D. Sandell                     
Scott D. Sandell

/s/ A. Brooke Seawell                 
A. Brooke Seawell

/s/ Peter W. Sonsini                    
Peter W. Sonsini

/s/ Melissa Taunton                    
Melissa Taunton

/s/ Frank M. Torti                        
Frank M. Torti

/s/ Ravi Viswanathan                  
Ravi Viswanathan

/s/ Paul E. Walker                        
Paul E. Walker

/s/ Rick Yang                                
Rick Yang