Close

Form 4 SentinelOne, Inc. For: Sep 21 Filed by: Insight Venture Partners X, L.P.

September 23, 2021 4:34 PM EDT
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
Insight Holdings Group, LLC
(Last) (First) (Middle)
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
(Street)
NEW YORK NY 10036
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SentinelOne, Inc. [ S ] 		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)
09/21/2021
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
Class A Common Stock 09/21/2021   C   1,573,422 A (1) 1,573,422 I See footnote (2)
Class A Common Stock 09/21/2021   C   1,290,225 A (1) 1,290,225 I See footnote (3)
Class A Common Stock 09/21/2021   C   249,581 A (1) 249,581 I See footnote (4)
Class A Common Stock 09/21/2021   C   37,437 A (1) 37,437 I See footnote (5)
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
Class B Common Stock (1) 09/21/2021   C     1,573,422   (1)   (1) Class A Common Stock 1,573,422 $ 0 14,160,803 I See footnote (2)
Class B Common Stock (1) 09/21/2021   C     1,290,225   (1)   (1) Class A Common Stock 1,290,225 $ 0 11,612,028 I See footnote (3)
Class B Common Stock (1) 09/21/2021   C     249,581   (1)   (1) Class A Common Stock 249,581 $ 0 2,246,234 I See footnote (4)
Class B Common Stock (1) 09/21/2021   C     37,437   (1)   (1) Class A Common Stock 37,437 $ 0 336,935 I See footnote (5)
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
Remarks:
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 /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.

EXHIBIT 99.1

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 Venture Partners X, L.P. elected to convert 1,573,422 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, Insight Venture Partners (Cayman) X, L.P. elected to convert 1,290,225 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, Insight Venture Partners (Delaware) X, L.P. elected to convert 249,581 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and Insight Venture Partners X (Co-Investors), L.P. elected to convert 37,437 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.
(2)
Held directly by Insight Venture Partners X, L.P.
(3)
Held directly by Insight Venture Partners (Cayman) X, L.P.
(4)
Held directly by Insight Venture Partners (Delaware) X, L.P.
(5)
Held directly by Insight Venture Partners X (Co-Investors), L.P.


JOINT FILERS’ SIGNATURES

 
INSIGHT HOLDINGS GROUP, LLC
  
     
     
 
By:
/s/Andrew Prodromos
Date:  09/23/2021
 
Name:
Andrew Prodromos
  
 
Title:
Attorney-in-Fact
  
     
     
 
INSIGHT VENTURE ASSOCIATES X , LTD.
  
     
     
 
By:
/s/Andrew Prodromos
Date:  09/23/2021
 
Name:
Andrew Prodromos
  
 
Title:
Authorized Officer
  
     
     
 
INSIGHT VENTURE ASSOCIATES X , L.P.
  
 
By: Insight Venture Associates Fund X Ltd., its general partner
  
     
     
 
By:
/s/Andrew Prodromos
Date:  09/23/2021
 
Name:
Andrew Prodromos
  
 
Title:
Authorized Officer
  
     
     
 
INSIGHT VENTURE PARTNERS X, L.P.
  
 
By: Insight Venture Associates X, L.P., its general partner
  
 
By: Insight Venture Associates X, Ltd., its general partner
  
     
     
 
By:
/s/Andrew Prodromos
Date:  09/23/2021
 
Name:
Andrew Prodromos
  
 
Title:
Authorized Officer
  
     
     
 
INSIGHT VENTURE PARTNERS (CAYMAN) X, L.P.
  
 
By: Insight Venture Associates X, L.P., its general partner
  
 
By: Insight Venture Associates X, Ltd., its general partner
  
     
 
By:
/s/Andrew Prodromos
Date:  09/23/2021
 
Name:
Andrew Prodromos
  
 
Title:
Authorized Officer
  
     
     
 
INSIGHT VENTURE PARTNERS (DELAWARE) X, L.P.
  
 
By: Insight Venture Associates X, L.P., its general partner
  
 
By: Insight Venture Associates X, Ltd., its general partner
  
     
     
 
By:
/s/Andrew Prodromos
Date:  09/23/2021
 
Name:
Andrew Prodromos
  
 
Title:
Authorized Officer
  
     
     
 
INSIGHT VENTURE PARTNERS X (CO-INVESTORS), L.P.
  
 
By: Insight Venture Associates X, L.P., its general partner
  
 
By: Insight Venture Associates X, Ltd., its general partner
  
     
     
 
By:
/s/Andrew Prodromos
Date:  09/23/2021
 
Name:
Andrew Prodromos
  
 
Title:
Authorized Officer
  
     
     
     
     
     
EXHIBIT 99.3
JOINT FILER INFORMATION
1,573,422 shares of Class A Common Stock and 14,160,803 shares of Class B Common Stock are held of record by Insight Venture Partners X, L.P. (“IVP X”), 1,290,225 shares of Class A Common Stock and 11,612,028 shares of Class B Common Stock are held of record by Insight Venture Partners (Cayman) X, L.P. (“IVP Cayman X”), 249,581 shares of Class A Common Stock and 2,246,234 shares of Class B Common Stock are held of record by Insight Venture Partners (Delaware) X, L.P. (“IVP Delaware X”), and 37,437 shares of Class A Common Stock and 336,935 shares of Class B Common Stock are held of record by Insight Venture Partners X (Co-Investors), L.P. (“IVP Co-Investors X” and, together with IVP X, IVP Cayman X and IVP Delaware X, the “IVP X Funds”).
The amounts listed as owned by each IVP X Fund may be deemed to be attributable to each of the other IVP X Funds, Insight Venture Associates X, L.P. (“IVA X”), Insight Venture Associates X, Ltd. (“IVA X Ltd”) and Insight Holdings Group, LLC (“Holdings”) because Holdings is the sole shareholder of IVA X Ltd, which in turn is the general partner of IVA X, which in turn is the general partner of each of the IVP X Funds.
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 IVP X Funds.  The foregoing is not an admission by IVA X, IVA X Ltd or Holdings that it is the beneficial owner of the shares held of record by the IVP X Funds. Each of Messrs. Horing, Parekh, Lieberman and Triplett disclaims beneficial ownership of the shares held by the IVP X 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.

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/23/2024

1. GM
2. SPY
3. SHW
4. TSLA
5. AAPL
6. AMZN
7. SPOT
8. NVDA
9. MTTR
10. MINN



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings