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As filed with the U.S. Securities and Exchange Commission on February 25, 2022
 Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
TENABLE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
__________________________
Delaware47-5580846
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
6100 Merriweather Drive
Columbia, Maryland, 21044
(410) 872-0555
(Address of principal executive offices, including zip code)

Tenable Holdings, Inc. 2018 Equity Incentive Plan
Tenable Holdings, Inc. 2018 Employee Stock Purchase Plan
(Full titles of the plans)
__________________________
Amit Yoran
Chief Executive Officer
Tenable Holdings, Inc.
6100 Merriweather Drive
Columbia, Maryland 21044
(410) 872-0555
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Eric C. JensenStephen A. Riddick
Brian F. LeafTenable Holdings, Inc.
Madison A. Jones6100 Merriweather Drive
Cooley LLPColumbia, Maryland 21044
11951 Freedom Drive
Reston, Virginia 20190
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerýAccelerated filero
Non-accelerated filero
Emerging growth companyoSmaller reporting companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Tenable Holdings, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (1) 5,446,444 additional shares of its common stock under the 2018 Plan, pursuant to the provisions of the 2018 Plan providing for an automatic increase in the number of shares common stock reserved and available for issuance under the 2018 Plan on January 1, 2022 and (2) 1,633,933 additional shares of its common stock under the 2018 ESPP, pursuant to the provisions of 2018 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2018 ESPP on January 1, 2022. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
PART II
Item 3        Incorporation of Certain Documents by Reference
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
a.The contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-253376), filed with the Commission on February 23, 2021;
b.The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 25, 2022;
c.All other reports of the Registrant filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items).
d.The description of the Registrant’s common stock, which is contained in a registration statement on Form 8-A filed on July 20, 2018 (File No. 001-38600) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
e.All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
2

Item 8        Exhibits
Incorporated by Reference
Exhibit NumberDescriptionSchedule FormFile NumberExhibitFiling Date
4.18-K001-36003.1July 30, 2018
4.2S-1333-2260023.4June 29, 2018
4.3S-1/A333-2260024.1July 16, 2018
5.1*
23.1*
23.2*
24.1*
99.1S-8333-22634710.4July 26, 2018
99.2S-8333-22634710.5July 26, 2018
107*
___________
*    Filed herewith
3

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbia, Maryland, on February 25, 2022.
TENABLE HOLDINGS, INC.
By:/s/ Amit Yoran
Amit Yoran
Chief Executive Officer and Chairman
4


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amit Yoran, Stephen A. Vintz and Stephen A. Riddick, and each or any one of them, as his or her true and lawful attorney-in-fact and agent, each with the full power of substitution and resubstitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each or any of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Amit YoranChief Executive Officer and ChairmanFebruary 25, 2022
Amit Yoran(Principal Executive Officer)
/s/ Stephen A. VintzChief Financial OfficerFebruary 25, 2022
Stephen A. Vintz(Principal Financial Officer and Principal Accounting Officer)
/s/ Arthur W. Coviello, Jr.DirectorFebruary 25, 2022
Arthur W. Coviello, Jr.
/s/ Kimberly L. HammondsDirectorFebruary 25, 2022
Kimberly L. Hammonds
/s/ Linda Zecher HigginsDirectorFebruary 25, 2022
Linda Zecher Higgins
/s/ Niloofar Razi HoweDirectorFebruary 25, 2022
Niloofar Razi Howe
/s/ John C. Huffard, Jr.DirectorFebruary 25, 2022
John C. Huffard, Jr.
/s/ Jerry M. KennellyDirectorFebruary 25, 2022
Jerry M. Kennelly
/s/ A. Brooke SeawellDirectorFebruary 25, 2022
A. Brooke Seawell
/s/ Raymond Vicks, Jr.DirectorFebruary 25, 2022
Raymond Vicks, Jr.
5
Document
Exhibit 107
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
TENABLE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Title of Securities to be Registered
Amount to be Registered(1)
Proposed Maximum Offering Price per ShareProposed Maximum Aggregate Offering PriceAmount of Registration Fee
Common Stock, par value $0.01 per share
– Equity Incentive Plan
5,446,444(2)
$45.80(4)
$249,447,135.20$23,123.75
– 2018 Employee Stock Purchase Plan
1,633,933(3)
$38.93(5)
$63,609,011.69$5,896.55
Total7,080,377$313,056,146.89$29,020.30
Total Fee Offsets—
Net Fee Due$29,020.30
(1)Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock.
(2)Represents an automatic annual increase equal to 5% of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the preceding calendar year to the aggregate number of shares of the Registrant’s common stock reserved for issuance under, and which annual increase is provided by, the Registrant’s 2018 Equity Incentive Plan (as amended, the “2018 Plan”).
(3)Represents an automatic increase equal to 1.5% of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the preceding calendar year to the aggregate number of shares of the Registrant’s common stock reserved for issuance under, and which annual increase is provided by, the Registrant’s 2018 Employee Stock Purchase Plan (the “2018 ESPP”).
(4)Estimated in accordance with Rule 457(c) and (h) solely for purposes of calculating the registration fee on the basis of $45.80, the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on February 22, 2022.
(5)Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $38.93, the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on February 22, 2022, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2018 ESPP.


Document
https://cdn.kscope.io/53bde8eb7a482d6063250b64649fa3b3-cooleya04.jpg
Madison Jones
T: 202 728 7087
madison.jones@cooley.com
February 25, 2022
Tenable Holdings, Inc.
6100 Merriweather Drive
Columbia, MD 21044
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Tenable Holdings, Inc., a Delaware corporation (the “Company”), and you have requested our opinion in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the U.S. Securities and Exchange Commission, covering the offering of up to (a) 5,446,444 shares of the Company’s common stock, par value $0.01 per share (the “2018 EIP Shares”) issuable pursuant to the Company’s 2018 Equity Incentive Plan and (b) 1,633,933 shares of common stock, par value $0.01 per share (together with the 2018 EIP Shares, the “Shares”) issuable pursuant to the Company’s 2018 Employee Stock Purchase Plan (together with the Company’s 2018 Equity Incentive Plan, as amended, the “Plans”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect, the Plans and the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought to independently verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: /s/ Madison Jones    
    Madison Jones

Document
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Tenable Holdings, Inc. 2018 Equity Incentive Plan and the Tenable Holdings, Inc. 2018 Employee Stock Purchase Plan of our reports dated February 25, 2022, with respect to the consolidated financial statements and schedule of Tenable Holdings, Inc. and the effectiveness of internal control over financial reporting of Tenable Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Baltimore, Maryland
February 25, 2022