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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
Tenable Holdings, Inc. [ TENB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/20/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/20/2020 | S(1) | 38,512 | D | $31.2543(7) | 7,357,169 | I | See footnote(2) | ||
Common Stock | 07/20/2020 | S(1) | 19,136 | D | $31.2543(7) | 3,655,596 | I | See footnote(3) | ||
Common Stock | 07/20/2020 | S(1) | 4,080 | D | $31.2543(7) | 779,490 | I | See footnote(4) | ||
Common Stock | 07/20/2020 | S(1) | 769 | D | $31.2543(7) | 146,855 | I | See footnote(5) | ||
Common Stock | 07/21/2020 | S(1) | 92,428 | D | $31.5687(8) | 7,264,741 | I | See footnote(2) | ||
Common Stock | 07/21/2020 | S(1) | 45,926 | D | $31.5687(8) | 3,609,670 | I | See footnote(3) | ||
Common Stock | 07/21/2020 | S(1) | 9,793 | D | $31.5687(8) | 769,697 | I | See footnote(4) | ||
Common Stock | 07/21/2020 | S(1) | 1,845 | D | $31.5687(8) | 145,010 | I | See footnote(5) | ||
Common Stock | 07/22/2020 | S(1) | 391,698 | D | $31.3514(9) | 6,873,043 | I | See footnote(2) | ||
Common Stock | 07/22/2020 | S(1) | 194,623 | D | $31.3514(9) | 3,415,047 | I | See footnote(3) | ||
Common Stock | 07/22/2020 | S(1) | 41,500 | D | $31.3514(9) | 728,197 | I | See footnote(4) | ||
Common Stock | 07/22/2020 | S(1) | 7,819 | D | $31.3514(9) | 137,191 | I | See footnote(5) | ||
Common Stock | 25,699 | I | See footnote(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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 |
6. See Exhibit 99.1 |
7. See Exhibit 99.1 |
8. See Exhibit 99.1 |
9. See Exhibit 99.1 |
Remarks: |
This Form 4 is the first 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 persons. 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 Blair Flicker, its Authorized Signatory, /s/ Blair Flicker | 07/22/2020 | |
** 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. |
(1)
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The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting persons.
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(2)
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Held directly by Insight Venture Partners IX, L.P.
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(3)
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Held directly by Insight Venture Partners (Cayman) IX, L.P.
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(4)
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Held directly by Insight Venture Partners (Delaware) IX, L.P.
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(5)
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Held directly by Insight Venture Partners IX (Co-Investors), L.P.
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(6)
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Held directly by IVP (Venice), L.P.
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(7)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $31.00 to $31.48, inclusive. The reporting persons undertake 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 footnotes (7) to (9).
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(8)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $31.17 to $31.89, inclusive. The reporting persons undertake 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 footnotes (7) to (9).
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(9)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging
from $31.25 to $32.15, inclusive. The reporting persons undertake 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 footnotes (7) to (9).
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INSIGHT HOLDINGS GROUP, LLC
By: /s/ Blair Flicker
Name: Blair Flicker
Title: Attorney-in-Fact
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Date: 7/22/2020
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INSIGHT VENTURE ASSOCIATES IX, LTD.
By:
/s/ Blair Flicker
Name: Blair Flicker
Title: Authorized Officer
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Date: 7/22/2020
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INSIGHT VENTURE ASSOCIATES IX, L.P.
By: Insight Venture Associates IX, Ltd., its general partner By:
/s/ Blair Flicker
Name: Blair Flicker
Title: Authorized Officer
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Date: 7/22/2020
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INSIGHT VENTURE PARTNERS IX, L.P.
By: Insight Venture Associates IX, L.P., its general partner
By: Insight Venture Associates IX, Ltd. its general partner
By:
/s/ Blair Flicker
Name: Blair Flicker
Title: Authorized Officer
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Date: 7/22/2020
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INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P.
By: Insight Venture Associates IX, L.P., its general partner
By: Insight Venture Associates IX, Ltd. its general partner
By:
/s/ Blair Flicker
Name: Blair Flicker
Title: Authorized Officer
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Date: 7/22/2020
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INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P.
By: Insight Venture Associates IX, L.P., its general partner
By: Insight Venture Associates IX, Ltd., its general partner By:
/s/ Blair Flicker
Name: Blair Flicker
Title: Authorized Officer
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Date: 7/22/2020
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INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P.
By: Insight Venture Associates IX, L.P., its general partner
By: Insight Venture Associates IX, Ltd., its general partner By:
/s/ Blair Flicker
Name: Blair Flicker
Title: Authorized Officer
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Date: 7/22/2020
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IVP (VENICE), L.P.
By:
/s/ Blair Flicker
Name: Blair Flicker
Title: Authorized Officer
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Date: 7/22/2020
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