Form 4 Pitango Parallel Investo For: Oct 31 Filed by: FORESCOUT TECHNOLOGIES, INC

November 2, 2017 4:10 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 ^*

Pitango V.C. Fund III General Partner

(Last)

(First)

(Middle)

11 HAMENOFIM STREET, BUILDING B

(Street)

HERZELIYA

46725

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/31/2017		C		2,476,816	A	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	2,526,405	I	See footnote ⁽⁶⁾
Common Stock	10/31/2017		C		228,953	A	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	233,536	I	See footnote ⁽⁷⁾
Common Stock	10/31/2017		C		669,726	A	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	683,134	I	See footnote ⁽⁸⁾
Common Stock	10/31/2017		C		87,182	A	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	88,926	I	See footnote ⁽⁹⁾
Common Stock	10/31/2017		C		338,330	A	⁽¹⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾	345,533	I	See footnote ⁽¹⁰⁾
Common Stock	10/31/2017		C		174,319	A	⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	177,808	I	See footnotes ⁽¹¹⁾ ⁽¹²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽¹⁾	10/31/2017		C			14,031	⁽¹⁾	⁽¹⁾	Common Stock	739,998.00	$ 0	0	I	See footnote ⁽⁶⁾
Series B Convertible Preferred Stock	⁽¹⁾	10/31/2017		C			1,297	⁽¹⁾	⁽¹⁾	Common Stock	68,404.00	$ 0	0	I	See footnote ⁽⁷⁾
Series B Convertible Preferred Stock	⁽¹⁾	10/31/2017		C			3,794	⁽¹⁾	⁽¹⁾	Common Stock	200,096.00	$ 0	0	I	See footnote ⁽⁸⁾
Series B Convertible Preferred Stock	⁽¹⁾	10/31/2017		C			494	⁽¹⁾	⁽¹⁾	Common Stock	26,053.00	$ 0	0	I	See footnote ⁽⁹⁾
Series B Convertible Preferred Stock	⁽¹⁾	10/31/2017		C			4,090	⁽¹⁾	⁽¹⁾	Common Stock	215,707.00	$ 0	0	I	See footnote ⁽¹⁰⁾
Series B Convertible Preferred Stock	⁽¹⁾	10/31/2017		C			988	⁽¹⁾	⁽¹⁾	Common Stock	52,106.00	$ 0	0	I	See footnotes ⁽¹¹⁾ ⁽¹²⁾
Series C Convertible Preferred Stock	⁽²⁾	10/31/2017		C			5,259	⁽²⁾	⁽²⁾	Common Stock	277,358.00	$ 0	0	I	See footnote ⁽⁶⁾
Series C Convertible Preferred Stock	⁽²⁾	10/31/2017		C			486	⁽²⁾	⁽²⁾	Common Stock	25,630.00	$ 0	0	I	See footnote ⁽⁷⁾
Series C Convertible Preferred Stock	⁽²⁾	10/31/2017		C			1,422	⁽²⁾	⁽²⁾	Common Stock	74,995.00	$ 0	0	I	See footnote ⁽⁸⁾
Series C Convertible Preferred Stock	⁽²⁾	10/31/2017		C			185	⁽²⁾	⁽²⁾	Common Stock	9,756.00	$ 0	0	I	See footnote ⁽⁹⁾
Series C Convertible Preferred Stock	⁽²⁾	10/31/2017		C			369	⁽²⁾	⁽²⁾	Common Stock	19,460.00	$ 0	0	I	See footnote ⁽¹¹⁾ ⁽¹²⁾
Series D Convertible Preferred Stock	⁽³⁾	10/31/2017		C			753,146	⁽³⁾	⁽³⁾	Common Stock	753,146.00	$ 0	0	I	See footnote ⁽⁶⁾
Series D Convertible Preferred Stock	⁽³⁾	10/31/2017		C			69,623	⁽³⁾	⁽³⁾	Common Stock	69,623.00	$ 0	0	I	See footnote ⁽⁷⁾
Series D Convertible Preferred Stock	⁽³⁾	10/31/2017		C			203,649	⁽³⁾	⁽³⁾	Common Stock	203,649.00	$ 0	0	I	See footnote ⁽⁸⁾
Series D Convertible Preferred Stock	⁽³⁾	10/31/2017		C			26,511	⁽³⁾	⁽³⁾	Common Stock	26,511.00	$ 0	0	I	See footnote ⁽⁹⁾
Series D Convertible Preferred Stock	⁽³⁾	10/31/2017		C			41,853	⁽³⁾	⁽³⁾	Common Stock	41,853.00	$ 0	0	I	See footnote ⁽¹⁰⁾
Series D Convertible Preferred Stock	⁽³⁾	10/31/2017		C			53,028	⁽³⁾	⁽³⁾	Common Stock	53,028.00	$ 0	0	I	See footnote ⁽¹¹⁾ ⁽¹²⁾
Series D-1 Convertible Preferred Stock	⁽⁴⁾	10/31/2017		C			151,186	⁽⁴⁾	⁽⁴⁾	Common Stock	151,186.00	$ 0	0	I	See footnote ⁽⁶⁾
Series D-1 Convertible Preferred Stock	⁽⁴⁾	10/31/2017		C			13,976	⁽⁴⁾	⁽⁴⁾	Common Stock	13,976.00	$ 0	0	I	See footnote ⁽⁷⁾
Series D-1 Convertible Preferred Stock	⁽⁴⁾	10/31/2017		C			40,880	⁽⁴⁾	⁽⁴⁾	Common Stock	40,880.00	$ 0	0	I	See footnote ⁽⁸⁾
Series D-1 Convertible Preferred Stock	⁽⁴⁾	10/31/2017		C			5,322	⁽⁴⁾	⁽⁴⁾	Common Stock	5,322.00	$ 0	0	I	See fotenote ⁽⁹⁾
Series D-1 Convertible Preferred Stock	⁽⁴⁾	10/31/2017		C			10,643	⁽⁴⁾	⁽⁴⁾	Common Stock	10,643.00	$ 0	0	I	See footnote ⁽¹¹⁾ ⁽¹²⁾
Series E Convertible Preferred Stock	⁽⁵⁾	10/31/2017		C			555,128	⁽⁵⁾	⁽⁵⁾	Common Stock	555,128.00	$ 0	0	I	See footnote ⁽⁶⁾
Series E Convertible Preferred Stock	⁽⁵⁾	10/31/2017		C			51,320	⁽⁵⁾	⁽⁵⁾	Common Stock	51,320.00	$ 0	0	I	See footnote ⁽⁷⁾
Series E Convertible Preferred Stock	⁽⁵⁾	10/31/2017		C			150,106	⁽⁵⁾	⁽⁵⁾	Common Stock	150,106.00	$ 0	0	I	See footnote ⁽⁸⁾
Series E Convertible Preferred Stock	⁽⁵⁾	10/31/2017		C			19,540	⁽⁵⁾	⁽⁵⁾	Common Stock	19,540.00	$ 0	0	I	See footnote ⁽⁹⁾
Series E Convertible Preferred Stock	⁽⁵⁾	10/31/2017		C			80,770	⁽⁵⁾	⁽⁵⁾	Common Stock	80,770.00	$ 0	0	I	See footnote ⁽¹⁰⁾
Series E Convertible Preferred Stock	⁽⁵⁾	10/31/2017		C			39,082	⁽⁵⁾	⁽⁵⁾	Common Stock	39,082.00	$ 0	0	I	See footnotes ⁽¹¹⁾ ⁽¹²⁾

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 a 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 a 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 a 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 shares are held of record by Pitango Venture Capital Fund III (USA) L.P. ("Fund III USA"). Pitango V.C. Fund III General Partner ("Pitango GP"), the general partner of Fund III USA, has sole voting and dispositive power with respect to the shares held by Fund III USA. The partners of Pitango GP are eight private companies that are each owned by one of the following individuals: Rami Beracha, Bruce Crocker, Isaac Hillel, Rami Kalish, a director of the Issuer, Aaron Mankovski, Chemi Peres, Isaac Shrem and Zeev Binman, respectively (the "Principals"), and share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Fund III USA except to the extent of any pecuniary interest therein.

7. The shares are held of record by Pitango Venture Capital Fund III (USA) Non-Q L.P. ("Fund III USA Non-Q"). Pitango GP, the general partner of Fund III USA Non-Q, has sole voting and dispositive power with respect to the shares held by Fund III USA Non-Q. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Fund III USA Non-Q except to the extent of any pecuniary interest therein.

8. The shares are held of record by Pitango Venture Capital Fund III (Israeli Investors) L.P. ("Fund III Israeli Investors"). Pitango GP, the general partner of Fund III Israeli Investors, has sole voting and dispositive power with respect to the shares held by Fund III Israeli Investors. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Fund III Israeli Investors except to the extent of any pecuniary interest therein.

9. The shares are held of record by Pitango Principals Fund III (USA) L.P. ("Principals Fund III"). Pitango GP, the general partner of Principals Fund III, has sole voting and dispositive power with respect to the shares held by Principals Fund III. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Principals Fund III except to the extent of any pecuniary interest therein.

10. The shares are held of record by Pitango Parallel Investor Fund III (USA) L.P ("Parallel Investor Fund"). Pitango GP, the general partner of Parallel Investor Fund, has sole voting and dispositive power with respect to the shares held by Parallel Investor Fund. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Parallel Investor Fund except to the extent of any pecuniary interest therein.

11. The shares are held of record by Pitango Venture Capital Fund III Trusts 2000 Ltd ("Capital Fund 2000"). Capital Fund 2000 is owned and controlled indirectly by the Principals which holds shares of the Issuer in trust for three limited partnerships: Pitango CEO Fund III (USA) L.P., Pitango CEO Fund III (Israel) L.P. and Pitango Family Fund III (Israel) L.P. These three limited partnerships are managed by their sole general partner, the GP.

12. Pitango GP, the general partner of Parallel Investor Fund, has sole voting and dispositive power with respect to the shares held by Capital Fund 2000. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Capital Fund 2000. Such persons and entities disclaim beneficial ownership of the securities held by Capital Fund 2000 except to the extent of any pecuniary interest therein.

Remarks:

This report on Form 3 is the first of two reports relating to the same transaction.

	/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner	11/02/2017
	** Signature of Reporting Person	Date
	/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III (USA) L.P.	11/02/2017
	** Signature of Reporting Person	Date
	/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III (USA) Non-Q L.P.	11/02/2017
	** Signature of Reporting Person	Date
	/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III (Israeli Investors) L.P.	11/02/2017
	** Signature of Reporting Person	Date
	/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Principals Fund III (USA) L.P.	11/02/2017
	** Signature of Reporting Person	Date
	/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Parallel Investor Fund III (USA) L.P.	11/02/2017
	** Signature of Reporting Person	Date
	/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III Trusts 2000 Ltd	11/02/2017
	** Signature of Reporting Person	Date
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Form 4 Pitango Parallel Investo For: Oct 31 Filed by: FORESCOUT TECHNOLOGIES, INC

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