SEC Filing - Tenable, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Insight Holdings Group, LLC

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2018

3. Issuer Name and Ticker or Trading Symbol
Tenable Holdings, Inc. [ TENB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	8,739,118	⁽¹⁾	I	See footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,342,255	⁽¹⁾	I	See footnote⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	925,908	⁽¹⁾	I	See footnote⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	174,441	⁽¹⁾	I	See footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

Insight Holdings Group, LLC

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Associates IX, Ltd.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Associates IX, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners IX, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners (Cayman) IX, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners (Delaware) IX, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Insight Venture Partners IX (Co-Investors), L.P.

(Last)

(First)

(Middle)

C/O INSIGHT VENTURE PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of the issuer's Series B preferred stock will convert into 1 share of the issuer's common stock (a) at the option of the holder and (b) automatically upon the earlier of (i) the date specified by the vote or written consent of holders of at least sixty percent (60%) of the shares of Series B preferred stock then outstanding, or (ii) the closing of the issuer's initial public offering if the price per share of common stock is not less than $17.417019. The Series B preferred stock has no expiration date.

2. Held directly by Insight Venture Partners IX, L.P.

3. Held directly by Insight Venture Partners (Cayman) IX, L.P.

4. Held directly by Insight Venture Partners (Delaware) IX, L.P.

5. Held directly by Insight Venture Partners IX (Co-Investors), L.P.

Remarks:

This Form 3 is the first of two Forms 3 filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting person. Each Form 3 is filed by Designated Filer, Insight Holdings Group, LLC. Exhibit List Exhibit 99.1 - Joint Filers' Signatures Exhibit 99.2 - Joint Filer Information

	Insight Holdings Group, LLC; By: /s/ Blair Flicker, Attorney-in-Fact	07/25/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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JOINT FILERS’ SIGNATURES

INSIGHT HOLDINGS GROUP, LLC		Date: July 25, 2018
By: Name: Title:	/s/ Blair Flicker Blair Flicker Attorney-in-Fact	Date: July 25, 2018
INSIGHT VENTURE ASSOCIATES IX, LTD.
By: Name: Title:	/s/ Blair Flicker Blair Flicker Attorney-in-fact	Date: July 25, 2018
INSIGHT VENTURE ASSOCIATES IX, L.P.
By:	Insight Venture Associates IX, Ltd., its general partner
By:	/s/ Blair Flicker Blair Flicker Attorney-in-fact	Date: July 25, 2018
INSIGHT VENTURE PARTNERS IX, L.P.		Date: July 25, 2018
By: By:	Insight Venture Associates IX, L.P., its general partner Insight Venture Associates IX, Ltd., its general partner
By: Name: Title:	/s/ Blair Flicker Blair Flicker Authorized Officer
INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P.		Date: July 25, 2018
By: By:	Insight Venture Associates IX, L.P., its general partner Insight Venture Associates IX, Ltd., its general partner
By: Name: Title:	/s/ Blair Flicker Blair Flicker Authorized Officer
INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P.		Date: July 25, 2018
By: By:	Insight Venture Associates IX, L.P., its general partner Insight Venture Associates IX, Ltd., its general partner
By: Name: Title:	/s/ Blair Flicker Blair Flicker Authorized Officer
INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P.		Date: July 25, 2018
By: By:	Insight Venture Associates IX, L.P., its general partner Insight Venture Associates IX, Ltd., its general partner
By: Name: Title:	/s/ Blair Flicker Blair Flicker Authorized Officer

JOINT FILER INFORMATION

8,739,118 shares of Series B preferred stock are held of record by Insight Venture Partners IX, L.P. (“IVP IX”), 4,342,255 shares of Series B preferred stock are held of record by Insight Venture Partners (Cayman) IX, L.P. (“IVP Cayman IX”), 925,908 shares of Series B preferred stock are held of record by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”), and 174,441 shares of Series B preferred stock are held of record by Insight Venture Partners IX (Co-Investors), L.P. (“IVP Co-Investors IX” and, together with IVP IX, IVP Cayman IX and IVP Delaware IX, the “IVP IX Funds”).

The amount listed as owned by each IVP IX Fund may be deemed to be attributable to each of the other IVP IX Funds, Insight Venture Associates IX, L.P. (“IVA IX”), Insight Venture Associates IX, Ltd. (“IVA IX Ltd”) and Insight Holdings Group, LLC (“Holdings”) because Holdings is the sole shareholder of IVA IX Ltd, which in turn is the general partner of IVA IX, which in turn is the general partner of each of the IVP IX Funds.

4,107,504 shares of Series B preferred stock are held of record Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (“IVP Coinvestment”), 3,302,193 shares of Series B preferred stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP Coinvestment (Cayman)”), 3,036,378 shares of Series B preferred stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP Coinvestment (Delaware)”), and 3,737,080 shares of Series B preferred stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. (“IVP Coinvestment (B)” and, together with IVP Coinvestment, IVP Coinvestment (Cayman) and IVP Coinvestment (Delaware), the “IVP Coinvestment Funds”).

The amount listed as owned by each IVP Coinvestment Fund may be deemed to be attributable to each of the other IVP Coinvestment Funds, Insight Venture Associates Growth-Buyout Coinvestment, L.P. (“IVA Coinvestment”), Insight Venture Associates Growth-Buyout Coinvestment, Ltd. (“IVA Coinvestment Ltd”) and Holdings because Holdings is the sole shareholder of IVA Coinvestment Ltd, which in turn is the general partner of IVA Coinvestment, which in turn is the general partner of each of the IVP Coinvestment Funds.

Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held of record by the IVP IX Funds and the IVP Coinvestment Funds. The foregoing is not an admission by IVA IX, IVA IX Ltd, IVA Coinvestment, IVA Coinvestment Ltd or Holdings that it is the beneficial owner of the shares held of record by the IVP IX Funds or the IVP Coinvestment Funds. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by the IVP IX Funds and the IVP Coinvestment Funds, except to the extent of his pecuniary interest therein.

The address of each of the entities and persons identified in this Exhibit 99.2 is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36^th Floor, New York, New York 10036.