| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Tenable Holdings, Inc. [ TENB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2019 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/28/2019 | J(1) | 289,619 | D | (1) | 3,817,885 | I | See footnotes(2) | ||
| Common Stock | 05/28/2019 | J(1) | 232,837 | D | (1) | 3,069,356 | I | See footnotes(3) | ||
| Common Stock | 05/28/2019 | J(1) | 214,094 | D | (1) | 2,822,284 | I | See footnotes(4) | ||
| Common Stock | 05/28/2019 | J(1) | 263,501 | D | (1) | 3,473,579 | I | See footnotes(5) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. See Exhibit 99.1 |
| 2. See Exhibit 99.1 |
| 3. See Exhibit 99.1 |
| 4. See Exhibit 99.1 |
| 5. See Exhibit 99.1 |
| Remarks: |
| This Form 4 is the second of two Forms 4 filed relating to the same event. The Form 4 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 4 to a maximum of 10 reporting person. Each Form 4 is filed by Designated Filer, Insight Holdings Group, LLC. Exhibit List Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information |
| Insight Holdings Group, LLC, by /s/ Blair Flicker, its Authorized Signatory | 05/30/2019 | |
| ** 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 4 (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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
EXPLANATION OF RESPONSES
|
(1)
|
On May 28, 2019, the IVP Coinvestment Funds distributed an aggregate of 1,000,051 shares of common stock, of the
Issuer pro rata to their partners in accordance with their respective ownership interests as determined in accordance with the
applicable limited partnership agreement of such entities (the “Initial Distribution”). In connection with the Initial Distribution, Insight Venture Associates Growth-Buyout Coinvestment, L.P. (“IVA Coinvestment”), the general partner of
each of the Insight IX Funds (as defined below), acquired direct ownership of 114,656 shares of common stock (the “Insight Coinvestment Funds Distribution”). On May 28, 2019, IVA Coinvestment distributed 114,656 shares of common stock pro rata to its partners in accordance with their respective ownership interests as determined in accordance with the limited partnership
agreement of IVA Coinvestment (the “IVA Coinvestment Distribution” and, together with the Initial Distribution, the Insight Coinvestment Funds Distribution, the “Distribution”). The respective partners of the IVP Coinvestment Funds and
IVA Coinvestment did not furnish any consideration in exchange for shares received in connection with the Distribution.
|
|
(2)
|
Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (“IVP Coinvestment”)
|
|
(3)
|
Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP Coinvestment
(Cayman)”)
|
|
(4)
|
Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP Coinvestment
(Delaware)”)
|
|
(5)
|
Held directly 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”)
|
Joint Filer Signatures
|
INSIGHT HOLDINGS GROUP, LLC
|
||
|
By:
|
/s/ Blair Flicker
|
Date: May 30, 2019
|
|
Name:
|
Blair Flicker
|
|
|
Title:
|
Attorney-in-Fact
|
|
|
INSIGHT VENTURE ASSOCIATES GROWTH-BUYOUT COINVESTMENT, LTD.
|
||
|
By:
|
/s/ Blair Flicker
|
Date: May 30, 2019
|
|
Name:
|
Blair Flicker
|
|
|
Title:
|
Authorized Officer
|
|
|
INSIGHT VENTURE ASSOCIATES GROWTH-BUYOUT COINVESTMENT, L.P.
|
||
|
By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner
|
||
|
By:
|
/s/ Blair Flicker
|
Date: May 30, 2019
|
|
Name:
|
Blair Flicker
|
|
|
Title:
|
Authorized Officer
|
|
|
INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND, L.P.
|
||
|
By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general partner
|
||
|
By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner
|
||
|
By:
|
/s/ Blair Flicker
|
Date: May 30, 2019
|
|
Name:
|
Blair Flicker
|
|
|
Title:
|
Authorized Officer
|
|
|
INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (CAYMAN), L.P.
|
||
|
By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general partner
|
||
|
By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner
|
||
|
By:
|
/s/ Blair Flicker
|
Date: May 30, 2019
|
|
Name:
|
Blair Flicker
|
|
|
Title:
|
Authorized Officer
|
|
|
INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (DELAWARE), L.P.
|
||
|
By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general partner
|
||
|
By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner
|
||
|
By:
|
/s/ Blair Flicker
|
Date: May 30, 2019
|
|
Name:
|
Blair Flicker
|
|
|
Title:
|
Authorized Officer
|
|
|
INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (B), L.P.
|
||
|
By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general partner
|
||
|
By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner
|
||
|
By:
|
/s/ Blair Flicker
|
Date: May 30, 2019
|
|
Name:
|
Blair Flicker
|
|
|
Title:
|
Authorized Officer
|
|
JOINT FILER INFORMATION
8,122,926 shares of common stock are held of record by Insight Venture Partners IX, L.P. (“IVP IX”), 4,036,084 shares of
common stock are held of record by Insight Venture Partners (Cayman) IX, L.P. (“IVP Cayman IX”), 860,622 shares of common stock are held of record by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”), and 162,141 shares of common
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”). 25,699 shares of common stock are held of record by IVP (Venice),
L.P. (“IVP Venice”).
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.
3,817,885 shares of common stock are held of record Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (“IVP
Coinvestment”), 3,069,356 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP Coinvestment (Cayman)”), 2,822,284 shares of common stock are held of record by Insight Venture
Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP Coinvestment (Delaware)”), and 3,473,579 shares of common 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.
The amount list as owned by IVP Venice may be deemed attributable to Holdings because Holdings is the sole shareholder of
Insight Venture Associates X, Ltd. (“IVA X”), which is the managing member of IVP GP (Venice), LLC (“IVP GP Venice”), which in turn is the general partner of IVP Venice.
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, the IVP Coinvestment Funds and IVP Venice. 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, the IVP Coinvestment Funds or IVP Venice. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims
beneficial ownership of the shares held by the IVP IX Funds, the IVP Coinvestment Funds, or IVP Venice except to the extent of his pecuniary interest therein.
The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Venture
Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.