Form 4 GORDON MICHAEL B For: Oct 31 Filed by: FORESCOUT TECHNOLOGIES, INC

November 2, 2017 4:12 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 *
Meritech Management Associates II L.L.C.

(Last) (First) (Middle)
245 LYTTON AVE, SUITE 125

(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 3,684,672 A (1) (2) (3) (4) (5) (6) (7) 4,030,870 I See footnote (8)
Common Stock 10/31/2017 C 94,700 A (1) (2) (3) (4) (5) (6) (7) 103,606 I See footnote (9)
Common Stock 10/31/2017 C 28,173 A (1) (2) (3) (4) (5) (6) (7) 30,819 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 A Convertible Preferred Stock (1) 10/31/2017 C 684 (1) (1) Common Stock 28,730.00 $ 0 0 I See footnote (8)
Series A Convertible Preferred Stock (1) 10/31/2017 C 18 (1) (1) Common Stock 756.00 $ 0 0 I See footnote (9)
Series A Convertible Preferred Stock (1) 10/31/2017 C 5 (1) (1) Common Stock 210.00 $ 0 0 I See footnote (10)
Series B Convertible Preferred Stock (2) 10/31/2017 C 604 (2) (2) Common Stock 31,854.00 $ 0 0 I See footnote (8)
Series B Convertible Preferred Stock (2) 10/31/2017 C 15 (2) (2) Common Stock 790.00 $ 0 0 I See footnote (9)
Series B Convertible Preferred Stock (2) 10/31/2017 C 5 (2) (2) Common Stock 263.00 $ 0 0 I See footnote (10)
Series C Convertible Preferred Stock (3) 10/31/2017 C 26,059 (3) (3) Common Stock 1,374,349.00 $ 0 0 I See footnote (8)
Series C Convertible Preferred Stock (3) 10/31/2017 C 669 (3) (3) Common Stock 35,282.00 $ 0 0 I See footnote (9)
Series C Convertible Preferred Stock (3) 10/31/2017 C 199 (3) (3) Common Stock 10,495.00 $ 0 0 I See footnote (10)
Series D Convertible Preferred Stock (4) 10/31/2017 C 866,820 (4) (4) Common Stock 866,820.00 $ 0 0 I See footnote (8)
Series D Convertible Preferred Stock (4) 10/31/2017 C 22,294 (4) (4) Common Stock 22,294.00 $ 0 0 I See footnote (9)
Series D Convertible Preferred Stock (4) 10/31/2017 C 6,634 (4) (4) Common Stock 6,634.00 $ 0 0 I See footnote (10)
Series D-1 Convertible Preferred Stock (5) 10/31/2017 C 164,030 (5) (5) Common Stock 164,030.00 $ 0 0 I See footnote (8)
Series D-1 Convertible Preferred Stock (5) 10/31/2017 C 4,220 (5) (5) Common Stock 4,220.00 $ 0 0 I See footnote (9)
Series D-1 Convertible Preferred Stock (5) 10/31/2017 C 1,254 (5) (5) Common Stock 1,254.00 $ 0 0 I See footnote (10)
Series E Convertible Preferred Stock (6) 10/31/2017 C 695,853 (6) (6) Common Stock 695,853.00 $ 0 0 I See footnote (8)
Series E Convertible Preferred Stock (6) 10/31/2017 C 17,900 (6) (6) Common Stock 17,900.00 $ 0 0 I See footnote (9)
Series E Convertible Preferred Stock (6) 10/31/2017 C 5,318 (6) (6) Common Stock 5,318.00 $ 0 0 I See footnote (10)
Series F Convertible Preferred Stock (7) 10/31/2017 C 523,036 (7) (7) Common Stock 523,036.00 $ 0 0 I See footnote (8)
Series F Convertible Preferred Stock (7) 10/31/2017 C 13,458 (7) (7) Common Stock 13,458.00 $ 0 0 I See footnote (9)
Series F Convertible Preferred Stock (7) 10/31/2017 C 3,999 (7) (7) Common Stock 3,999.00 $ 0 0 I See footnote (10)
Explanation of Responses:
1. The Series A Convertible Preferred Stock automatically converted into Common Stock on an approximate 1:42 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
2. 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 has no expiration date.
3. 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 has no expiration date.
4. 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 has no expiration date.
5. 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 has no expiration date.
6. 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 has no expiration date.
7. The Series F 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 has no expiration date.
8. The shares are held of record by Meritech Capital Partners II L.P. ("MCP II"). Paul S. Madera and Michael B. Gordon, as the managing members of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCP II, share voting and dispositive power with respect to the shares held by MCP II. Such persons and entities disclaim beneficial ownership of the securities held by MCP II except to the extent of any pecuniary interest therein.
9. The shares are held of record by Meritech Capital Affiliates II L.P. ("MCA II"). Messrs. Madera and Gordon, as the managing members of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCA II, share voting and dispositive power with respect to the shares held by MCA II. Such persons and entities disclaim beneficial ownership of the securities held by MCA II except to the extent of any pecuniary interest therein.
10. The shares are held of record by MCP Entrepreneur Partners II L.P. ("Entrepreneur"). Messrs. Madera and Gordon, as the managing members of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Entrepreneur, share voting and dispositive power with respect to the shares held by Entrepreneur. Such persons and entities disclaim beneficial ownership of the securities held by Entrepreneur except to the extent of any pecuniary interest therein.
/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C 11/02/2017
** Signature of Reporting Person Date
/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C. 11/02/2017
** Signature of Reporting Person Date
/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Meritech Capital Partners II L.P. 11/02/2017
** Signature of Reporting Person Date
/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Meritech Capital Affiliates II L.P. 11/02/2017
** Signature of Reporting Person Date
/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCP Entrepreneur Partners II L.P. 11/02/2017
** Signature of Reporting Person Date
/s/ Paul S. Madera 11/02/2017
** Signature of Reporting Person Date
/s/ Michael B. Gordon 11/02/2017
** Signature of Reporting Person Date
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