SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. __)*

 

Tenable Holdings, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

88025T102

(CUSIP Number)

 

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨       Rule 13d-1(b)

 

¨       Rule 13d-1(c)

 

x       Rule 13d-1(d)

 

*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).

 

(Continued on following pages)

 

Page 1 of 20 Pages

Exhibit Index Contained on Page 18

 

 

 

 

 

  

CUSIP NO.  88025T102 13 G Page 2 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel XI L.P. (“A11”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨    (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
2,182,696 shares, all of which are directly owned by A11.  Accel XI Associates L.L.C. (“A11A”), the general partner of A11, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,182,696 shares, all of which are directly owned by A11.  A11A, the general partner of A11, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,182,696
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.3%
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP NO.  88025T102 13 G Page 3 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel XI Strategic Partners L.P. (“A11SP”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨    (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
163,992 shares, all of which are directly owned by A11SP.  A11A, the general partner of A11SP, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
163,992 shares, all of which are directly owned by A11SP.  A11A, the general partner of A11SP, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 163,922
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP NO.  88025T102 13 G Page 4 of 20

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel XI Associates L.L.C. (“A11A”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨    (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
2,346,688 shares, of which 2,182,696 are directly owned by A11 and 163,992 are directly owned by A11SP.  A11A, the general partner of A11 and A11SP, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,346,688 shares, of which 2,182,696 are directly owned by A11 and 163,992 are directly owned by A11SP.  A11A, the general partner of A11 and A11SP, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,346,688
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.5%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP NO.  88025T102 13 G Page 5 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Investors 2013 L.L.C. (“AI13”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨    (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
231,806 shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
231,806 shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 231,806
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%
12 TYPE OF REPORTING PERSON* OO

 

 

 

CUSIP NO.  88025T102 13 G Page 6 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund II L.P. (“AGF2”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨    (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
13,965,696 shares, all of which are owned by AGF2.  Accel Growth Fund II Associates L.L.C. (“AGF2A”), the general partner of AGF2, may be deemed to have sole power to vote these shares.  
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
13,965,696 shares, all of which are owned by AGF2. AGF2A, the general partner of AGF2, may be deemed to have sole power to dispose of these shares.  
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,965,696
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.0%
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP NO.  88025T102 13 G Page 7 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund II Strategic Partners L.P. (“AGF2SP”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨    (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH

5 SOLE VOTING POWER
1,011,180 shares, all of which are directly owned by AGF2SP.  AGF2A, the general partner of AGF2SP, may be deemed to have sole power to vote these shares.  
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
1,011,180 shares, all of which are directly owned by AGF2SP.  AGF2A, the general partner of AGF2SP, may be deemed to have sole power to dispose of these shares.  
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,011,180
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.1%
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP NO.  88025T102 13 G Page 8 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund II Associates L.L.C. (“AGF2A”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨    (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
14,976,876 shares, of which 13,965,696 are directly owned by AGF2 and 1,011,180 are directly owned by AGF2SP.  AGF2A, the general partner of AGF2 and AGF2SP, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
14,976,876 shares, of which 13,965,696 are directly owned by AGF2 and 1,011,180 are directly owned by AGF2SP.  AGF2A, the general partner of AGF2 and AGF2SP, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,976,876
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.1%
12 TYPE OF REPORTING PERSON* OO

 

 

 

 

CUSIP NO.  88025T102 13 G Page 9 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund Investors 2012 L.L.C. (“AGFI12”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨    (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
1,359,144 shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
1,359,144 shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,359,144
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.5%
12 TYPE OF REPORTING PERSON* OO

  

 

 

 

CUSIP NO.  88025T102 13 G Page 10 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund III L.P. (“AGF3”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨    (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH

5 SOLE VOTING POWER
7,799,122 shares, all of which are owned by AGF3.  Accel Growth Fund III Associates L.L.C. (“AGF3A”), the general partner of AGF3, may be deemed to have sole power to vote these shares.  
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
7,799,122 shares, all of which are owned by AGF3. AGF3A, the general partner of AGF3, may be deemed to have sole power to dispose of these shares.  
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  REPORTING PERSON 7,799,122
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.4%
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP NO.  88025T102 13 G Page 11 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund III Strategic Partners L.P. (“AGF3SP”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨    (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH

5 SOLE VOTING POWER
368,202 shares, all of which are directly owned by AGF3SP.  AGF3A, the general partner of AGF3SP, may be deemed to have sole power to vote these shares.  
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
368,202 shares, all of which are directly owned by AGF3SP.  AGF3A, the general partner of AGF3SP, may be deemed to have sole power to dispose of these shares.  
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 368,202
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4%
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP NO.  88025T102 13 G Page 12 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund III Associates L.L.C. (“AGF3A”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨    (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH

5 SOLE VOTING POWER
8,167,324 shares, of which 7,799,122 are directly owned by AGF3 and 368,202 are directly owned by AGF3SP.  AGF3A, the general partner of AGF3 and AGF3SP, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
8,167,324 shares, of which 7,799,122 are directly owned by AGF3 and 368,202 are directly owned by AGF3SP.  AGF3A, the general partner of AGF3 and AGF3SP, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,167,324
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.8%
12 TYPE OF REPORTING PERSON* OO

 

 

 

 

CUSIP NO.  88025T102 13 G Page 13 of 20

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund Investors 2014 L.L.C. (“AGFI14”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨    (b)     x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
516,699 shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
516,699 shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 516,699
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6%
12 TYPE OF REPORTING PERSON* OO

  

 

 

 

CUSIP NO.  88025T102 13 G Page 14 of 20

 

ITEM 1(A).NAME OF ISSUER

Tenable Holdings, Inc.

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

7021 Columbia Gateway Drive, Suite 500
Columbia, Maryland, 21046

 

ITEM 2(A).NAME OF PERSONS FILING

This Schedule 13G is filed by Accel XI L.P., a Delaware limited partnership (“A11”), Accel XI Strategic Partners L.P., a Delaware limited partnership (“A11SP”), Accel XI Associates L.L.C., a Delaware limited liability company (“A11A”), Accel Investors 2013 L.L.C., a Delaware limited liability company (“AI13”), Accel Growth Fund II L.P., a Delaware limited partnership (“AGF2”), Accel Growth Fund II Strategic Partners L.P., a Delaware limited partnership (“AGF2SP”), Accel Growth Fund II Associates L.L.C., a Delaware limited liability company (“AGF2A”), Accel Growth Fund Investors 2012 L.L.C., a Delaware limited liability company (“AGFI12”), Accel Growth Fund III L.P., a Delaware limited partnership (“AGF3”), Accel Growth Fund III Strategic Partners L.P., a Delaware limited partnership (“AGF3SP”), Accel Growth Fund III Associates L.L.C., a Delaware limited liability company (“AGF3A”), and Accel Growth Fund Investors 2014 L.L.C., a Delaware limited liability company (“AGFI14”). The foregoing entities and individual are collectively referred to as the “Reporting Persons.”

 

A11A is the general partner of A11 and A11SP, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by A11 and A11SP. AGF2A is the general partner of AGF2 and AGF2SP, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by AGF2 and AGF2SP. AGF3A is the general partner of AGF3 and AGF3SP, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by AGF3 and AGF3SP.

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

Accel Partners

500 University Avenue
Palo Alto, CA 94301

 

ITEM 2(C).CITIZENSHIP

A11, A11SP, AGF2, AGF2SP, AGF3 and AGF3SP are Delaware limited partnerships. A11A, AI13, AGF2A, AGFI12, AGF3A and AGFI14 are Delaware limited liability companies.

 

ITEM 2(D).TITLE OF CLASS OF SECURITIES

Common Stock, $0.01 par value.

 

ITEM 2(E).CUSIP NUMBER

 

88025T102

 

ITEM 3.Not Applicable

 

 

 

 

CUSIP NO.  88025T102 13 G Page 15 of 20

 

ITEM 4.OWNERSHIP

The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2018.

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not Applicable.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited partnership agreements of A11, A11SP, AGF2, AGF2SP, AGF3 and AGF3SP, and the limited liability company agreements of A11A, AI13, AGF2A, AGFI12, AGF3A and AGFI14, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not Applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not Applicable.

 

 

 

 

CUSIP NO.  88025T102 13 G Page 16 of 20

  

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

Not Applicable.

 

ITEM 10.CERTIFICATION.

Not Applicable.

 

 

 

 

CUSIP NO.  88025T102 13 G Page 17 of 20

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 13, 2019

 

Entities:   Accel XI L.P.*
    Accel XI Strategic Partners L.P.*
    Accel XI Associates L.L.C.*
    Accel Investors 2013 L.L.C.*
    Accel Growth Fund II L.P.*
    Accel Growth Fund II Strategic Partners L.P.*
    Accel Growth Fund II Associates L.L.C.*
    Accel Growth Fund Investors 2012 L.L.C.*
    Accel Growth Fund III L.P.*
    Accel Growth Fund III Strategic Partners L.P.*
    Accel Growth Fund III Associates L.L.C.*
    Accel Growth Fund Investors 2014 L.L.C.*

 

  By: /s/ Tracy L. Sedlock
    Tracy L. Sedlock, Attorney-in-fact for
    the above-listed entities

 

* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

 

 

CUSIP NO.  88025T102 13 G Page 18 of 20

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   19
     
Exhibit B:  Power of Attorney   20

 

 

 

 

CUSIP NO.  88025T102 13 G Page 19 of 20

 

EXHIBIT A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Tenable Holdings, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 13, 2019

 

Entities:   Accel XI L.P.*
    Accel XI Strategic Partners L.P.*
    Accel XI Associates L.L.C.*
    Accel Investors 2013 L.L.C.*
    Accel Growth Fund II L.P.*
    Accel Growth Fund II Strategic Partners L.P.*
    Accel Growth Fund II Associates L.L.C.*
    Accel Growth Fund Investors 2012 L.L.C.*
    Accel Growth Fund III L.P.*
    Accel Growth Fund III Strategic Partners L.P.*
    Accel Growth Fund III Associates L.L.C.*
    Accel Growth Fund Investors 2014 L.L.C.*

 

  By: /s/ Tracy L. Sedlock
    Tracy L. Sedlock, Attorney-in-fact for
    the above-listed entities

 

* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

 

 

CUSIP NO.  88025T102 13 G Page 20 of 20

 

EXHIBIT B

 

POWER OF ATTORNEY

 

Tracy L. Sedlock has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.