Form 4 PATTERSON ARTHUR C For: Oct 31 Filed by: FORESCOUT TECHNOLOGIES, INC

November 2, 2017 4:09 PM
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 *
ACCEL VIII ASSOCIATES LLC

(Last) (First) (Middle)
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FORESCOUT TECHNOLOGIES, INC [ FSCT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2017
4. 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 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 10/31/2017 C 3,703,261 A (1) (2) (3) (4) (5) (6) 3,703,261 I See footnote (7)
Common Stock 10/31/2017 C 727,365 A (1) (2) (3) (4) (5) (6) 727,365 I See footnote (8)
Common Stock 10/31/2017 C 320,654 A (1) (2) (3) (4) (5) (6) 320,654 I See footnote (9)
Common Stock 25,000 I See footnote (10)
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
Series B Convertible Preferred Stock (1) 10/31/2017 C 23,100 (1) (1) Common Stock 1,218,301.00 $ 0 0 I See footnote (7)
Series B Convertible Preferred Stock (1) 10/31/2017 C 4,537 (1) (1) Common Stock 239,282.00 $ 0 0 I See footnote (8)
Series B Convertible Preferred Stock (1) 10/31/2017 C 2,000 (1) (1) Common Stock 105,480.00 $ 0 0 I See footnote (9)
Series C Convertible Preferred Stock (2) 10/31/2017 C 6,021 (2) (2) Common Stock 317,547.00 $ 0 0 I See footnote (7)
Series C Convertible Preferred Stock (2) 10/31/2017 C 1,182 (2) (2) Common Stock 62,338.00 $ 0 0 I See footnote (8)
Series C Convertible Preferred Stock (2) 10/31/2017 C 521 (2) (2) Common Stock 27,476.00 $ 0 0 I See footnote (9)
Series D Convertible Preferred Stock (3) 10/31/2017 C 953,737 (3) (3) Common Stock 953,737.00 $ 0 0 I See footnote (7)
Series D Convertible Preferred Stock (3) 10/31/2017 C 187,346 (3) (3) Common Stock 187,346.00 $ 0 0 I See footnote (8)
Series D Convertible Preferred Stock (3) 10/31/2017 C 82,597 (3) (3) Common Stock 82,597.00 $ 0 0 I See footnote (9)
Series D-1 Convertible Preferred Stock (4) 10/31/2017 C 183,308 (4) (4) Common Stock 183,308.00 $ 0 0 I See footnote (7)
Series D-1 Convertible Preferred Stock (4) 10/31/2017 C 36,007 (4) (4) Common Stock 36,007.00 $ 0 0 I See footnote (8)
Series D-1 Convertible Preferred Stock (4) 10/31/2017 C 15,875 (4) (4) Common Stock 15,875.00 $ 0 0 I See footnote (9)
Series E Convertible Preferred Stock (5) 10/31/2017 C 777,612 (5) (5) Common Stock 777,612.00 $ 0 0 I See footnote (7)
Series E Convertible Preferred Stock (5) 10/31/2017 C 152,742 (5) (5) Common Stock 152,742.00 $ 0 0 I See footnote (8)
Series E Convertible Preferred Stock (5) 10/31/2017 C 67,336 (5) (5) Common Stock 67,336.00 $ 0 0 I See footnote (9)
Series F Convertible Preferred Stock (6) 10/31/2017 C 252,756 (6) (6) Common Stock 252,756.00 $ 0 0 I See footnote (7)
Series F Convertible Preferred Stock (6) 10/31/2017 C 49,650 (6) (6) Common Stock 49,650.00 $ 0 0 I See footnote (8)
Series F Convertible Preferred Stock (6) 10/31/2017 C 21,890 (6) (6) Common Stock 21,890.00 $ 0 0 I See footnote (9)
Explanation of Responses:
1. The Series B Convertible Preferred Stock automatically converted into Common Stock on an approximate 1:52.7 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
2. The Series C Convertible Preferred Stock automatically converted into Common Stock on an approximate 1:52.7 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
3. The Series D Convertible Preferred Stock automatically converted into Common Stock on an approximate 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
4. The Series D-1 Convertible Preferred Stock automatically converted into Common Stock on an approximate 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
5. The Series E Convertible Preferred Stock automatically converted into Common Stock on an approximate 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
6. The Series F Convertible Preferred Stock automatically converted into Common Stock on an approximate 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
7. The shares are held of record by Accel VIII L.P. ("Accel VIII"). Arthur C. Patterson and James R. Swartz are the managing members of Accel VIII Associates LLC ("Accel Associates"), the general partner of Accel VIII, and share voting and dispositive power over the shares held by Accel VIII. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
8. The shares are held of record by Accel Internet Fund IV L.P. ("Fund IV"). Messrs. Patterson and Swartz are the managing members of Accel Associates, the general partner of Fund IV, and share voting and dispositive power over the shares held by Fund IV. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
9. The shares are held of record by Accel Investors 2000 L.L.C. ("Investors 2000"). Messrs. Patterson and Swartz are the managing members of Investors 2000 and share voting and dispositive power over the shares held by Investors 2000. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
10. The shares are held directly by ACP Family Partnership L.P. Members of Arthur C. Patterson's immediate family are beneficial holders of ACP Family Partnership L.P., and the reporting person may be deemed to exercise voting and investment power over such shares.
/s/ Tracy L. Sedlock, as attorney in fact 11/02/2017
** Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as attorney in fact for Accel VIII Associates LLC, the General Partner of Accel VIII L.P. 11/02/2017
** Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as attorney in fact for Accel VIII Associates LLC, the General Partner of Accel Internet Fund IV L.P. 11/02/2017
** Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as attorney in fact for Accel Investors 2000 L.L.C. 11/02/2017
** Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as attorney in fact for Arthur C. Patterson 11/02/2017
** Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as attorney in fact for James R. Swartz 11/02/2017
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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