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Filing Details

Accession Number:: 0000899243-20-008970
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-03-19 14:05:02
Reporting Period:: 2019-11-13

Accepted Time:: 2020-03-19 14:05:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1517413	Fastly Inc.	FSLY	Services-Prepackaged Software (7372)	275411834

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1619682	Iconiq Strategic Partners Ii-B, L.p.	C/O Iconiq Strategic Partners 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1619710	Iconiq Strategic Partners Ii, L.p.	C/O Iconiq Strategic Partners 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1648713	Iconiq Strategic Partners Ii Co-Invest, L.p., Series Ft	C/O Iconiq Strategic Partners 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1688124	J.g. William Griffith	C/O Iconiq Strategic Partners 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1688143	Divesh Makan	C/O Iconiq Strategic Partners 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1702831	Iconiq Strategic Partners Ii Tt Gp, Ltd	C/O Iconiq Strategic Partners 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1702932	Iconiq Strategic Partners Ii Gp, L.p.	C/O Iconiq Strategic Partners 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2019-11-13	476,777	$21.58	4,179,393	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2019-11-13	1,075,279	$0.00	3,104,114	No	4	J	Indirect	See Footnotes
Class A Common Stock	Disposition	2019-11-13	373,223	$21.58	3,271,641	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2019-11-13	841,732	$0.00	2,429,909	No	4	J	Indirect	See Footnotes
Class A Common Stock	Disposition	2019-11-13	620,155	$0.00	1,240,310	No	4	J	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-01-16	465,617	$0.00	2,638,497	No	4	J	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-01-16	364,486	$0.00	2,065,423	No	4	J	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-01-16	186,047	$0.00	1,054,263	No	4	J	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	42,541	Indirect	See Footnotes
Class A Common Stock	42,534	Indirect	See Footnotes

Footnotes

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.45 to $22.04. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
These shares are held directly by ICONIQ Strategic Partners II, L.P. ("ICONIQ II"). ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP") is the general partner of ICONIQ II. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP"), is the general partner of ICONIQ GP. Divesh Makan ("Makan") and William Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP.
Each of ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
On November 13, 2019, ICONIQ II distributed, for no consideration, 1,075,279 shares of Class A Common Stock to its partners, including to its general partner, ICONIQ GP, each such partner's pro rata interest in the shares held by ICONIQ II. On the same date, ICONIQ GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ II distribution to its partners, including to its general partner, ICONIQ Parent GP, in an amount equal to each such partner's pro rata interest in such shares, and ICONIQ Parent GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ GP distribution to its partners in an amount equal to each such partner's pro rata interest in such shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act. ICONIQ II is the direct owner of these securities.
These shares are held directly by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B"). ICONIQ GP is the general partner of ICONIQ II-B.
On November 13, 2019, ICONIQ II-B distributed, for no consideration, 841,732 shares of Class A Common Stock to its partners, including to its general partner, ICONIQ GP, each such partner's pro rata interest in the shares held by ICONIQ II-B. On the same date, ICONIQ GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ II-B distribution to its partners, including its general partner, ICONIQ Parent GP, in an amount equal to each such partner's pro rata interest in such shares, and ICONIQ Parent GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ GP distribution to its partners in an amount equal to each such partner's pro rata interest in such shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act.
These shares are held directly by ICONIQ Strategic Partners II Co-Invest, L.P., Series FT ("ICONIQ II Series FT"). ICONIQ GP is the general partner of ICONIQ II Series FT.
On November 13, 2019, ICONIQ II Series FT distributed, for no consideration, 620,155 shares of Class A Common Stock to its partners, including to its general partner, ICONIQ GP, each such partner's pro rata interest in the shares held by ICONIQ II Series FT. On the same date, ICONIQ GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ II Series FT distribution to its partners, including its general partner, ICONIQ Parent GP, in an amount equal to each such partner's pro rata interest in such shares, and ICONIQ Parent GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ GP distribution to its partners in an amount equal to each such partner's pro rata interest in such shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act.
On January 16, 2020, ICONIQ II distributed, for no consideration, 465,617 shares of Class A Common Stock to its partners, including to its general partner, ICONIQ GP, each such partner's pro rata interest in the shares held by ICONIQ II. On the same date, ICONIQ GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ II distribution to its partners, including to its general partner, ICONIQ Parent GP, in an amount equal to each such partner's pro rata interest in such shares, and ICONIQ Parent GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ GP distribution to its partners in an amount equal to each such partner's pro rata interest in such shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act.
On January 16, 2020, ICONIQ II-B distributed, for no consideration, 364,486 shares of Class A Common Stock to its partners, including to its general partner, ICONIQ GP, each such partner's pro rata interest in the shares held by ICONIQ II-B. On the same date, ICONIQ GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ II-B distribution to its partners, including its general partner, ICONIQ Parent GP, in an amount equal to each such partner's pro rata interest in such shares, and ICONIQ Parent GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ GP distribution to its partners in an amount equal to each such partner's pro rata interest in such shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act.
On January 16, 2020, ICONIQ II Series FT distributed, for no consideration, 186,047 shares of Class A Common Stock to its partners, including to its general partner, ICONIQ GP, each such partner's pro rata interest in the shares held by ICONIQ II Series FT. On the same date, ICONIQ GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ II Series FT distribution to its partners, including its general partner, ICONIQ Parent GP, in an amount equal to each such partner's pro rata interest in such shares, and ICONIQ Parent GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ GP distribution to its partners in an amount equal to each such partner's pro rata interest in such shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act.
Includes shares received in the distributions referred to in footnotes (4), (6), (8), (9), (10) and (11) above. These shares are held by the Griffith Family 2004 Trust and the Griffith Descendants 2015 Trust. Griffith disclaims Section 16 beneficial ownership of the securities held by each such trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Griffith is the beneficial owner of such securities for Section 16 or any other purpose.
Includes shares received in the distributions referred to in footnotes (4), (6), (8), (9), (10) and (11) above. These shares are held by the Makan Family Trust and the Legacy Trust. Makan disclaims Section 16 beneficial ownership of the securities held by each such trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Makan is the beneficial owner of such securities for Section 16 or any other purpose.