Form 4 SentinelOne, Inc. For: Sep 21 Filed by: Insight Associates (EU) XI, SARL
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E-mail| 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
SentinelOne, Inc. [ S ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/21/2021 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 09/21/2021 | C | 122,122 | A | (1) | 122,122 | I | See footnote (2) | ||
| Class A Common Stock | 09/21/2021 | C | 133,791 | A | (1) | 133,791 | I | See footnote (3) | ||
| Class A Common Stock | 09/21/2021 | C | 17,082 | A | (1) | 17,082 | I | See footnote (4) | ||
| Class A Common Stock | 09/21/2021 | C | 2,033 | A | (1) | 2,033 | I | See footnote (5) | ||
| Class A Common Stock | 09/21/2021 | C | 2,802 | A | (1) | 2,802 | I | See footnote (6) | ||
| Class A Common Stock | 09/21/2021 | C | 15,868 | A | (1) | 15,868 | I | See footnote (7) | ||
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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 | ||||||||
| Class B Common Stock | (1) | 09/21/2021 | C | 122,122 | (1) | (1) | Class A Common Stock | 122,122 | $ 0 | 1,099,100 | I | See footnote (2) | |||
| Class B Common Stock | (1) | 09/21/2021 | C | 133,791 | (1) | (1) | Class A Common Stock | 133,791 | $ 0 | 1,204,121 | I | See footnote (3) | |||
| Class B Common Stock | (1) | 09/21/2021 | C | 17,082 | (1) | (1) | Class A Common Stock | 17,082 | $ 0 | 153,745 | I | See footnote (4) | |||
| Class B Common Stock | (1) | 09/21/2021 | C | 2,033 | (1) | (1) | Class A Common Stock | 2,033 | $ 0 | 18,302 | I | See footnote (5) | |||
| Class B Common Stock | (1) | 09/21/2021 | C | 2,802 | (1) | (1) | Class A Common Stock | 2,802 | $ 0 | 25,226 | I | See footnote (6) | |||
| Class B Common Stock | (1) | 09/21/2021 | C | 15,868 | (1) | (1) | Class A Common Stock | 15,868 | $ 0 | 142,817 | I | See footnote (7) | |||
| 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 |
| Insight Holdings Group, LLC; By /s/ Andrew Prodromos, Attorney-in-Fact | 09/23/2021 | |
| ** 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) |
Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder. On September 21, 2021, Insight
Partners XI, L.P. elected to convert 122,122 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, Insight Partners (Cayman) XI, L.P. elected to convert 133,791 shares of Class B Common Stock into an equal
number of shares of Class A Common Stock, Insight Partners (Delaware) XI, L.P. elected to convert 17,082 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, Insight Partners XI (Co-Investors), L.P. elected
to convert 2,033 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, Insight Partners XI (Co-Investors) (B), L.P. elected to convert 2,802 shares of Class B Common Stock into an equal number of shares of
Class A Common Stock, and Insight Partners (EU) XI, S.C.Sp. elected to convert 15,868 shares of Class B Common Stock into an equal number of shares of Class A Common Stock. The shares of Class A Common Stock and Class B Common Stock have no
expiration date.
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| (2) |
Held directly by Insight Partners XI, L.P.
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| (3) |
Held directly by Insight Partners (Cayman) XI, L.P.
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| (4) |
Held directly by Insight Partners (Delaware) XI, L.P.
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| (5) |
Held directly by Insight Partners XI (Co-Investors), L.P.
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| (6) |
Held directly by Insight Partners XI (Co-Investors) (B), L.P.
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| (7) |
Held directly by Insight Partners (EU) XI, S.C.Sp.
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JOINT FILERS’ SIGNATURES
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INSIGHT HOLDINGS GROUP, LLC
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By:
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/s/Andrew Prodromos
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Date: 09/23/2021
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Name:
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Andrew Prodromos
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Title:
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Attorney-in-Fact
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INSIGHT ASSOCIATES XI , LTD.
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By:
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/s/Andrew Prodromos
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Date: 09/23/2021
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT ASSOCIATES XI , L.P.
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By: Insight Associates Fund XI Ltd., its general partner
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By:
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/s/Andrew Prodromos
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Date: 09/23/2021
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT ASSOCIATES (EU) XI, S.A.R.L.
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By:
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/s/Andrew Prodromos
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Date: 09/23/2021
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT PARTNERS XI, L.P.
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By: Insight Associates XI, L.P., its general partner
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By: Insight Associates XI, Ltd., its general partner
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By:
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/s/Andrew Prodromos
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Date: 09/23/2021
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT PARTNERS (CAYMAN) XI, L.P.
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By: Insight Associates XI, L.P., its general partner
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By: Insight Associates XI, Ltd., its general partner
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By:
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/s/Andrew Prodromos
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Date: 09/23/2021
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT PARTNERS (DELAWARE) XI, L.P.
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By: Insight Associates XI, L.P., its general partner
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By: Insight Associates XI, Ltd., its general partner
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By:
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/s/Andrew Prodromos
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Date: 09/23/2021
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT PARTNERS XI (CO-INVESTORS), L.P.
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By: Insight Associates XI, L.P., its general partner
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By: Insight Associates XI, Ltd., its general partner
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By:
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/s/Andrew Prodromos
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Date: 09/23/2021
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT PARTNERS XI (CO-INVESTORS) (B), L.P.
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By: Insight Associates XI, L.P., its general partner
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By: Insight Associates XI, Ltd., its general partner
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By:
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/s/Andrew Prodromos
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Date: 09/23/2021
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT PARTNERS (EU) XI, S.C.SP.
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By: Insight Associates (EU) XI, S.a.r.l., its general partner
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By:
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/s/Andrew Prodromos
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Date: 09/23/2021
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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JOINT FILER INFORMATION
122,122 shares of Class A Common Stock and 1,099,100 shares of Class B Common Stock are held of record by Insight Partners XI, L.P.
(“IP XI”), 133,791 shares of Class A Common Stock and 1,204,121 shares of Class B Common Stock are held of record by Insight Partners (Cayman) XI, L.P. (“IP Cayman XI”), 17,082 shares of Class A Common Stock and 153,745 shares of Class B Common Stock
are held of record by Insight Partners (Delaware) XI, L.P. (“IP Delaware XI”), 2,033 shares of Class A Common Stock and 18,302 shares of Class B Common Stock are held of record by Insight Partners XI (Co-Investors), L.P. (“IP Co-Investors XI”), 2,802
shares of Class A Common Stock and 25,226 shares of Class B Common Stock are held of record by Insight Partners XI (Co-Investors) (B), L.P. (“IP Co-Investors B XI”), and 15,868 shares of Class A Common Stock and 142,817 shares of Class B Common Stock
are held of record by Insight Partners (EU) XI, S.C.Sp. (“IP EU XI” and, together with IP XI, IP Cayman XI, IP Delaware XI, IP Co-Investors XI and IP Co-Investors B XI, the “IP XI Funds”).
The amounts listed as owned by each IP XI Fund may be deemed to be attributable to each of the other IP XI Funds, Insight Associates
XI, L.P. (“IA XI”), Insight Associates XI, Ltd. (“IA XI Ltd”), Insight Associates (EU) XI, S.a.r.l. (“IA EU XI”) and Holdings because Holdings is the sole shareholder of IA XI Ltd, which in turn is the general partner of IA XI, which in turn is the
general partner of each of the IP XI Funds (other than IP EU XI) and because Holdings is the sole shareholder of IA EU XI, which in turn is the general partner of IP EU XI.
Each of Jeffrey L. Horing, Deven Parekh, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Holdings and
may be deemed to have shared voting and dispositive power over the shares held of record by the IP XI Funds. The foregoing is not an admission by IA XI, IA XI Ltd, IA EU XI or Holdings that it is the beneficial owner of the shares held of record by
the IP XI Funds. Each of Messrs. Horing, Parekh, Lieberman and Triplett disclaims beneficial ownership of the shares held by the IP XI Funds, 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 Partners, 1114 Avenue of the Americas, 36th
Floor, New York, New York 10036.
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