Filing Details
- Accession Number:
- 0001209191-17-044691
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2017-07-10 19:16:51
- Reporting Period:
- 2017-07-06
- Filing Date:
- 2017-07-10
- Accepted Time:
- 2017-07-10 19:16:51
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1554875 | Tintri Inc. | TNTR | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1185068 | J Christopher Schaepe | 2200 Sand Hill Road Menlo Park CA 94025 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2017-07-06 | 1,306,484 | $0.00 | 1,306,484 | No | 4 | C | Indirect | See footnotes |
| Common Stock | Acquisiton | 2017-07-06 | 580,800 | $0.00 | 1,887,284 | No | 4 | C | Indirect | See footnotes |
| Common Stock | Acquisiton | 2017-07-06 | 217,477 | $0.00 | 2,104,761 | No | 4 | C | Indirect | See footnotes |
| Common Stock | Acquisiton | 2017-07-06 | 350,441 | $0.00 | 2,455,202 | No | 4 | C | Indirect | See footnotes |
| Common Stock | Acquisiton | 2017-07-06 | 140,177 | $0.00 | 2,595,379 | No | 4 | C | Indirect | See footnotes |
| Common Stock | Acquisiton | 2017-07-06 | 190,978 | $0.00 | 2,786,357 | No | 4 | C | Indirect | See footnotes |
| Common Stock | Acquisiton | 2017-07-06 | 597,858 | $7.00 | 3,384,215 | No | 4 | P | Indirect | See footnotes |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | See footnotes |
| No | 4 | C | Indirect | See footnotes |
| No | 4 | C | Indirect | See footnotes |
| No | 4 | C | Indirect | See footnotes |
| No | 4 | C | Indirect | See footnotes |
| No | 4 | C | Indirect | See footnotes |
| No | 4 | P | Indirect | See footnotes |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Series E Preferred Stock | Disposition | 2017-04-10 | 208,331 | $0.00 | 208,331 | $0.00 |
| Common Stock | Series E Preferred Stock | Acquisiton | 2017-04-10 | 208,331 | $0.00 | 208,331 | $0.00 |
| Common Stock | Series E-1 Preferred Stock | Disposition | 2017-04-10 | 83,333 | $0.00 | 140,177 | $0.00 |
| Common Stock | Series E-1 Preferred Stock | Acquisiton | 2017-04-10 | 83,333 | $0.00 | 140,177 | $0.00 |
| Common Stock | Series E Preferred Stock | Disposition | 2017-06-01 | 208,331 | $0.00 | 208,331 | $0.00 |
| Common Stock | Series E-2 Preferred Stock | Acquisiton | 2017-06-01 | 208,331 | $0.00 | 208,331 | $0.00 |
| Common Stock | Series E-1 Preferred Stock | Disposition | 2017-06-01 | 83,333 | $0.00 | 140,177 | $0.00 |
| Common Stock | Series E-1 Preferred Stock | Acquisiton | 2017-06-01 | 83,333 | $0.00 | 140,177 | $0.00 |
| Common Stock | Series F Preferred Stock | Disposition | 2017-06-01 | 113,533 | $0.00 | 113,533 | $0.00 |
| Common Stock | Series F-2 Preferred Stock | Acquisiton | 2017-06-01 | 113,533 | $0.00 | 113,533 | $0.00 |
| Common Stock | Stock Purchase Warrant (right to buy) | Acquisiton | 2017-06-01 | 516,137 | $0.00 | 516,137 | $16.44 |
| Common Stock | Series B Preferred Stock | Disposition | 2017-07-06 | 1,306,484 | $0.00 | 1,306,484 | $0.00 |
| Common Stock | Series C Preferred Stock | Disposition | 2017-07-06 | 580,800 | $0.00 | 580,800 | $0.00 |
| Common Stock | Series D Preferred Stock | Disposition | 2017-07-06 | 217,477 | $0.00 | 217,477 | $0.00 |
| Common Stock | Series E-2 Preferred Stock | Disposition | 2017-07-06 | 208,331 | $0.00 | 350,441 | $0.00 |
| Common Stock | Series E-1 Preferred Stock | Disposition | 2017-07-06 | 83,333 | $0.00 | 140,177 | $0.00 |
| Common Stock | Series F-2 Preferred Stock | Disposition | 2017-07-06 | 113,533 | $0.00 | 190,978 | $0.00 |
| Common Stock | Note Purchase Agreement (obligation to purchase) | Acquisiton | 2017-07-06 | 0 | $0.00 | 610,714 | $7.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | D | Indirect | ||
| 208,331 | No | 4 | A | Indirect | ||
| 0 | No | 4 | D | Indirect | ||
| 83,333 | No | 4 | A | Indirect | ||
| 0 | No | 4 | D | Indirect | ||
| 208,331 | No | 4 | A | Indirect | ||
| 0 | No | 4 | D | Indirect | ||
| 83,333 | No | 4 | A | Indirect | ||
| 0 | No | 4 | D | Indirect | ||
| 113,533 | No | 4 | A | Indirect | ||
| 516,137 | 2017-07-10 | 2027-06-01 | No | 4 | A | Indirect |
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 610,714 | No | 4 | J | Indirect |
Footnotes
- The Series B Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date.
- Shares held by Lightspeed Venture Partners VIII, L.P. ("LVP VIII").
- Lightspeed Ultimate General Partner VIII, Ltd. ("LUGP VIII") is the sole general partner of Lightspeed General Partner VIII, L.P., which serves as the sole general partner of LVP VIII. Barry Eggers, Ravi Mhatre, Peter Y. Nieh and Christopher J. Schaepe, the directors of LUGP VIII, share voting and dispositive power with respect to the shares held of record by LVP VIII. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- The Series C Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series C Preferred Stock had no expiration date.
- The Series D Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series D Preferred Stock had no expiration date.
- The Series E-2 Preferred Stock automatically converted into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series E-2 Preferred Stock had no expiration date.
- The Series E-1 Preferred Stock automatically converted into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series E-1 Preferred Stock had no expiration date.
- The Series F-2 Preferred Stock automatically converted into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series F-2 Preferred Stock had no expiration date.
- Lightspeed engaged in a deemed disposition of shares of Series E Preferred Stock and Series E-1 Preferred Stock pursuant to an amendment and restatement of the Issuer's certificate of incorporation on April 10, 2017,in which the conversion terms of the Series E Preferred Stock and Series E-1 Preferred Stock were modified (the "April Reclassification"), as described in Exhibit 99.1.
- 1. See Exhibit 99.1
- Lightspeed engaged in a deemed acquisition of shares of Series E Preferred Stock and Series E-1 Preferred Stock pursuant to the April Reclassification as described in Exhibit 99.1.
- Pursuant to a recapitalization, shares of Series E Preferred Stock were exchanged for shares of Series E-2 Preferred Stock on a 1-for-1 basis.
- 2. See Exhibit 99.1
- Lightspeed constructively disposed of shares of Series E-1 Preferred Stock pursuant to an amendment of the Issuer's certificate of incorporation on June 1, 2017 in which the conversion terms of the Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock were modified, and two new series of preferred stock designated Series E-2 Preferred Stock and Series F-2 Preferred Stock, were created (the "June Reclassification"), as described in Exhibit 99.1.
- Lightspeed constructively acquired shares of Series E-1 Preferred Stock pursuant to the June Reclassification, as described in Exhibit 99.1.
- Pursuant to a recapitalization, shares of Series F Preferred Stock were exchanged for shares of Series F-2 Preferred Stock on a 1-for-1 basis.
- At any time on or after December 1, 2019, upon the election of the Issuer pursuant to the approval of a majority of the members of the Issuer's board of directors and subject to the terms and conditions of any outstanding Note(s), any outstanding principal amount of the Note(s) and all accrued and unpaid interest on the Note(s) shall automatically convert into fully paid and nonassessable shares of common stock at the initial public offering price of $7.00 per share.
- The Issuer's right to draw funds under the Note Purchase Agreement and to cause any resulting Note(s) to convert into common stock will expire on December 1, 2019. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Note, shall be due and payable on the earlier of (i) 540 days from the date of issuance of such Note(s), or (ii) when, upon the occurrence and during the continuance of an Event of Default (as defined in such Note(s)), such amounts are declared due and payable by Reporting Person or made automatically due and payable, in each case, in accordance with the terms of such Note(s).
- 3. See Exhibit 99.1
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