Form SC 13G/A MOBILEIRON, INC. Filed by: SEQUOIA CAPITAL XII A DELAWARE L P
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1
(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)
MOBILEIRON, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
60739U204
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
(Continued on following pages)
| CUSIP No. 60739U204 | Schedule 13G | Page 2 of 12 |
| 1 | Name of reporting person
SEQUOIA CAPITAL XII, L.P. (“SC XII”) | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
6,771,220 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
6,771,220 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
6,771,220 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
| 11 | Percent of class represented by amount in Row 9
7.0%1 | |||||
| 12 | Type of reporting person
PN | |||||
| 1 | Based on a total of 96,056,561 shares outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2017. |
| CUSIP No. 60739U204 | Schedule 13G | Page 3 of 12 |
| 1 | Name of reporting person
SEQUOIA TECHNOLOGY PARTNERS XII, L.P. (“STP XII”) | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
253,367 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
253,367 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
253,367 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
| 11 | Percent of class represented by amount in Row 9
0.3%1 | |||||
| 12 | Type of reporting person
PN | |||||
| 1 | Based on a total of 96,056,561 shares outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2017. |
| CUSIP No. 60739U204 | Schedule 13G | Page 4 of 12 |
| 1 | Name of reporting person
SEQUOIA CAPITAL XII PRINCIPALS FUND, LLC (“SC XII PF”) | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
723,688 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
723,688 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
723,688 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
| 11 | Percent of class represented by amount in Row 9
0.8%1 | |||||
| 12 | Type of reporting person
OO | |||||
| 1 | Based on a total of 96,056,561 shares outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2017. |
| CUSIP No. 60739U204 | Schedule 13G | Page 5 of 12 |
| 1 | Name of reporting person
SC XII MANAGEMENT, LLC (“SC XII LLC”) | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
DELAWARE | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
7,748,275 shares, of which 6,771,220 shares are directly held by SC XII, 253,367 shares are directly held by STP XII and 723,688 shares are directly held by SC XII PF. SC XII LLC is the General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared voting power
7,748,275 shares, of which 6,771,220 shares are directly held by SC XII, 253,367 shares are directly held by STP XII and 723,688 shares are directly held by SC XII PF. SC XII LLC is the General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF. | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
7,748,275 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
| 11 | Percent of class represented by amount in Row 9
8.1%1 | |||||
| 12 | Type of reporting person
OO | |||||
| 1 | Based on a total of 96,056,561 shares outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2017. |
| CUSIP No. 60739U204 | Schedule 13G | Page 6 of 12 |
| 1 | Name of reporting person
SEQUOIA CAPITAL U.S. GROWTH FUND IV, L.P. (“SCGF IV”) | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
597,068 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
597,068 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
597,068 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
| 11 | Percent of class represented by amount in Row 9
0.6%1 | |||||
| 12 | Type of reporting person
PN | |||||
| 1 | Based on a total of 96,056,561 shares outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2017. |
| CUSIP No. 60739U204 | Schedule 13G | Page 7 of 12 |
| 1 | Name of reporting person
SEQUOIA CAPITAL USGF PRINCIPALS FUND IV, L.P. (“SCGF IV PF”) | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
26,304 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
26,304 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
26,304 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
| 11 | Percent of class represented by amount in Row 9
Less than 0.1%1 | |||||
| 12 | Type of reporting person
PN | |||||
| 1 | Based on a total of 96,056,561 shares outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2017. |
| CUSIP No. 60739U204 | Schedule 13G | Page 8 of 11 |
| 1 | Name of reporting person
SCGF IV MANAGEMENT, L.P. (“SCGF IV MGMT”) | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
623,372 shares, of which 597,068 shares are directly held by SCGF IV and 26,304 shares are directly held by SCGF IV PF. SCGF IV MGMT is the General Partner of each of SCGF IV and SCGF IV PF. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
623,372 shares, of which 597,068 shares are directly held by SCGF IV and 26,304 shares are directly held by SCGF IV PF. SCGF IV MGMT is the General Partner of each of SCGF IV and SCGF IV PF. | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
623,372 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
| 11 | Percent of class represented by amount in Row 9
0.6%1 | |||||
| 12 | Type of reporting person
PN | |||||
| 1 | Based on a total of 96,056,561 shares outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2017. |
| CUSIP No. 60739U204 | Schedule 13G | Page 9 of 12 |
| 1 | Name of reporting person
SC US (TTGP), LTD. (“US TTGP”) | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
CAYMAN ISLANDS | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
623,372 shares, of which 597,068 shares are directly held by SCGF IV and 26,304 shares are directly held by SCGF IV PF. US TTGP is the General Partner of SCGF IV MGMT, which is the general partner of SCGF IV and SCGF IV PF. | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
623,372 shares, of which 597,068 shares are directly held by SCGF IV and 26,304 shares are directly held by SCGF IV PF. US TTGP is the General Partner of SCGF IV MGMT, which is the general partner of SCGF IV and SCGF IV PF. | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
623,372 | |||||
| 10 | Check box if the aggregate amount in Row (9) excludes certain shares
☐ | |||||
| 11 | Percent of class represented by amount in Row 9
0.6%1 | |||||
| 12 | Type of reporting person
OO | |||||
| 1 | Based on a total of 96,056,561 shares outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2017. |
| CUSIP No. 60739U204 | Schedule 13G | Page 10 of 12 |
ITEM 1.
| (a) | Name of Issuer: MobileIron,Inc. |
| (b) | Address of Issuer’s Principal Executive Offices: |
415 East Middlefield Road
Mountain View, CA 94043
ITEM 2.
| (a) | Name of Persons Filing: |
Sequoia Capital XII, L.P.
Sequoia Technology Partners XII, L.P.
Sequoia Capital XII Principals Fund, LLC
SC XII Management, LLC
Sequoia Capital U.S. Growth Fund IV, L.P.
Sequoia Capital USGF Principals Fund IV, L.P.
SCGF IV Management, L.P.
SC US (TTGP), Ltd.
SC XII LLC is the General Partner of each of SC XII and STP XII, and the Managing Member of SC XII PF. SCGF IV MGMT is the General Partner of each of SCGF IV and SCGF IV PF. US TTGP is the General Partner of SCGF IV MGMT.
| (b) | Address of Principal Business Office or, if none, Residence: |
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
| (c) | Citizenship: |
SC XII LLC, SC XII, STP XII, SC XII PF: Delaware
SCGF IV MGMT, SCGF IV, SCGF IV PF, US TTGP: Cayman Islands
| (d) | Title of Class of Securities: Common Stock |
| (e) | CUSIP Number: 60739U204 |
| ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
| ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
NOT APPLICABLE
| CUSIP No. 60739U204 | Schedule 13G | Page 11 of 12 |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
| CUSIP No. 60739U204 | Schedule 13G | Page 12 of 12 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2018
| Sequoia Capital XII, L.P. | ||
| Sequoia Technology Partners XII, L.P. | ||
| By: | SC XII Management, LLC | |
| General Partner of each | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Member | ||
| Sequoia Capital XII Principals Fund, LLC | ||
| By: | SC XII Management, LLC | |
| its Managing Member | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Member | ||
| SC XII Management, LLC | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Member | ||
| Sequoia Capital U.S. Growth Fund IV, L.P. | ||
| Sequoia Capital USGF Principals Fund IV, L.P. | ||
| By: | SCGF IV Management, L.P. | |
| General Partner of each | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| SCGF IV Management, L.P. | ||
| By: | SC US (TTGP), Ltd. | |
| its General Partner | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||
| SC US (TTGP), Ltd. | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Director | ||