SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Insight Venture Partners VIII, L.P. (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/29/2017	3. Issuer Name and Ticker or Trading Symbol Tintri, Inc. [ TNTR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	25,326(1)(2)(3)	D
Common Stock	6,551(2)(3)(4)	D
Common Stock	904(2)(3)(5)	D
Common Stock	8,032(2)(3)(6)	D
Common Stock	40,813(7)	I	See footnote(2)(3)
Common Stock	40,813(8)	I	See footnote(2)(3)
Common Stock	40,813(9)	I	See footnote(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Preferred Stock	(10)	(10)	Common Stock	570,885(1)(2)(3)(11)	$0(10)	D
Series E Preferred Stock	(10)	(10)	Common Stock	147,672(2)(3)(4)(12)	$0(10)	D
Series E Preferred Stock	(10)	(10)	Common Stock	20,374(2)(3)(5)(13)	$0(10)	D
Series E Preferred Stock	(10)	(10)	Common Stock	181,067(2)(3)(6)(14)	$0(10)	D
Series E Preferred Stock	(10)	(10)	Common Stock	919,998(7)(15)	$0(10)	I	See footnote(2)(3)
Series E Preferred Stock	(10)	(10)	Common Stock	919,998(8)(16)	$0(10)	I	See footnote(2)(3)
Series E Preferred Stock	(10)	(10)	Common Stock	919,998(9)(17)	$0(10)	I	See footnote(2)(3)
Series F Preferred Stock	(18)	(18)	Common Stock	70,450(1)(2)(3)(19)	$0(18)	D
Series F Preferred Stock	(18)	(18)	Common Stock	18,223(2)(3)(4)(20)	$0(18)	D
Series F Preferred Stock	(18)	(18)	Common Stock	2,514(2)(3)(5)(21)	$0(18)	D
Series F Preferred Stock	(18)	(18)	Common Stock	22,344(2)(3)(6)(22)	$0(18)	D
Series F Preferred Stock	(18)	(18)	Common Stock	454,132(23)(24)(25)	$0(18)	D
Series F Preferred Stock	(18)	(18)	Common Stock	113,531(7)(26)	$0(18)	I	See footnote(2)(3)
Series F Preferred Stock	(18)	(18)	Common Stock	113,531(8)(27)	$0(18)	I	See footnote(2)(3)
Series F Preferred Stock	(18)	(18)	Common Stock	454,132(28)(29)	$0(18)	I	See footnote(25)
Series F Preferred Stock	(18)	(18)	Common Stock	454,132(30)(31)	$0(18)	I	See footnote(25)
Series F Preferred Stock	(18)	(18)	Common Stock	567,663(9)(32)	$0(18)	I	See footnote(2)(3)(25)

1. Name and Address of Reporting Person* Insight Venture Partners VIII, L.P. (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Associates VIII, Ltd. (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Holdings Group, LLC (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Star Trinity, L.P. (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Star Trinity GP, LLC (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Management, LLC (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Partners (Cayman) VIII, L.P. (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Partners(Delaware) VIII, L.P. (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Partners VIII (Co-Investors), L.P. (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Associates VIII, L.P. (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares held of record by Insight Venture Partners VIII, L.P. ("IVP VIII").

2. The amount listed as owned by each of IVP VIII, Insight Venture Partners (Cayman) VIII, L.P. ("IVP Cayman VIII"), Insight Venture Partners VIII (Co-Investors), L.P. ("IVP VIII Co-Investors") and Insight Venture Partners (Delaware) VIII, L.P. ("IVP Delaware VIII" together with IVP VIII, IVP Cayman VIII and IVP VIII Co-Investors, the "IVP VIII Funds") may be deemed to be attributable to Insight Venture Associates VIII, L.P. ("IVPA VIII, L.P."), Insight Venture Associates VIII, Ltd. ("IVPA VIII, Ltd.") and Insight Holdings Group, LLC ("Holdings") because the general partner of the IVP VIII Funds is IVPA VIII, L.P., the general partner of which is IVPA VIII, Ltd., the sole shareholder of which is Holdings.

3. Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held by the IVP VIII Funds. The foregoing is not an admission by any of Holdings, IVPA VIII, L.P., or IVPA VIII, Ltd., that it is the beneficial owner of any of the shares held by the IVP VIII Funds. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by the IVP VIII Funds except to the extent of his pecuniary interest therein.

4. Shares held of record by IVP Cayman VIII.

5. Shares held of record by IVP VIII Co-Investors.

6. Shares held of record by IVP Delaware VIII.

7. These shares are owned indirectly by IVPA VIII, L.P. See footnotes (2) and (3) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings.

8. These shares are owned indirectly by IVPA VIII, Ltd. See footnotes (2) and (3) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings.

9. These shares are owned indirectly by Holdings. See footnotes (2) and (3) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings.

10. The Series E Preferred Stock is, at the option of the holder, convertible into shares of Common Stock on a 1-for-1 basis and will automatically convert into shares of Common Stock on a 3-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series E Preferred Stock does not have an expiration date.

11. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series E Preferred Stock held by IVP VIII will convert into a total of 1,712,655 shares of Common Stock in connection with the Issuer's initial public offering.

12. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series E Preferred Stock held by IVP Cayman VIII will convert into a total of 443,016 shares of Common Stock in connection with the Issuer's initial public offering.

13. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series E Preferred Stock held by IVP VIII Co-Investors will convert into a total of 61,122 shares of Common Stock in connection with the Issuer's initial public offering

14. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series E Preferred Stock held by IVP Delaware VIII will convert into a total of 543,201 shares of Common Stock in connection with the Issuer's initial public offering.

15. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series E Preferred Stock held indirectly by IVPA VIII, L.P. will convert into a total of 2,759,994 shares of Common Stock in connection with the Issuer's initial public offering. See footnotes (2) and (3) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings.

16. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series E Preferred Stock held indirectly by IVPA VIII, Ltd. will convert into a total of 2,759,994 shares of Common Stock in connection with the Issuer's initial public offering. See footnotes (2) and (3) above for a description of the relationship among the IVP VIII Funds, IVPA VIII, L.P., IVPA VIII, Ltd. and Holdings.

17. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series E Preferred Stock held indirectly Holdings will convert into a total of 2,759,994 shares of Common Stock in connection with the Issuer's initial public offering. See footnotes (2) and (3) above for a description of the relationship among the IVP VIII Funds, IVPA VIII, L.P., IVPA VIII, Ltd. and Holdings.

18. The Series F Preferred Stock is, at the option of the holder, convertible into shares of Common Stock on a 1-for-1 basis and will automatically convert into shares of Common Stock on a 2.9999959-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series F Preferred Stock does not have an expiration date.

19. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series F Preferred Stock held by IVP VIII will convert into a total of 211,349 shares of Common Stock in connection with the Issuer's initial public offering.

20. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series F Preferred Stock held by IVP Cayman VIII will convert into a total of 54,668 shares of Common Stock in connection with the Issuer's initial public offering.

21. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series F Preferred Stock held by IVP VIII Co-Investors will convert into a total of 7,541 shares of Common Stock in connection with the Issuer's initial public offering.

22. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series F Preferred Stock held by IVP Delaware VIII will convert into a total of 67,031 shares of Common Stock in connection with the Issuer's initial public offering.

23. Shares held of record by Star Trinity, LP ("ST LP").

24. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series F Preferred Stock held by ST LP will convert into a total of 1,362,394 shares of Common Stock in connection with the Issuer's initial public offering.

25. The amount listed as owned by ST LP may be deemed attributable to Star Trinity GP, LLC ("ST GP"), Insight Venture Management, LLC ("IVM") and Holdings because the general partner of ST LP is ST GP, the sole member of which is IVM, the sole member of which is Holdings. Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held by ST LP. The foregoing is not an admission by any of Holdings, ST GP or IVM that it is the beneficial owner of any of the shares held by ST LP. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by ST LP except to the extent of his pecuniary interest therein.

26. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series F Preferred Stock held indirectly by IVPA VIII L.P. will convert into a total of 340,589 shares of Common Stock in connection with the Issuer's initial public offering. See footnotes (2) and (3) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings.

27. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series F Preferred Stock held indirectly by IVPA VIII, Ltd. will convert into a total of 340,589 shares of Common Stock in connection with the Issuer's initial public offering. See footnotes (2) and (3) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings.

28. These shares are owned indirectly by ST GP. See footnote (25) above for a description of the relationship among ST LP, ST GP, IVM and Holdings.

29. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series F Preferred Stock held indirectly by ST GP will convert into a total of 1,362,394 shares of Common Stock in connection with the Issuer's initial public offering. See footnote (25) above for a description of the relationship among ST LP, ST GP, IVM and Holdings.

30. These shares are owned indirectly by IVM. See footnote (25) above for a description of the relationship among ST LP, ST GP, IVM and Holdings.

31. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series F Preferred Stock held indirectly by IVM will convert into a total of 1,362,394 shares of Common Stock in connection with the Issuer's initial public offering. See footnote (25) above for a description of the relationship among ST LP, ST GP, IVM and Holdings.

32. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series F Preferred Stock held indirectly by Holdings will convert into a total of 1,702,983 shares of Common Stock in connection with the Issuer's initial public offering. See footnotes (2) and (3) above for a description of the relationship among the IVP VIII Funds, IVPA VIII, L.P., IVPA VIII, Ltd. and Holdings and see footnote (25) above for a description of the relationship among ST LP, ST GP, IVM and Holdings.

Remarks:

Exhibit List: Exhibit 99.1 - Joint Filers' Signatures

	/s/ Insight Venture Associates VIII, L.P., its general partner	06/29/2017
	/s/ Insight Venture Associates VIII, Ltd., its general partner	06/29/2017
	** Signature of Reporting Person	Date
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