SEC FORM 4

SEC Form 4

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^*

Partech U.S. Partners IV, L.L.C.

(Last)

(First)

(Middle)

50 CALIFORNIA ST., STE 3200

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Five9, Inc. [ FIVN ]

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)
04/03/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/03/2014		X		19,510	A	$0.00	3,512,801	D
Common Stock	04/03/2014		S		1,818	D	$7	3,510,983	D
Common Stock	04/03/2014		X		3,207	A	$0.00	678,428	I	By Partech International Growth Capital I L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2014		S		300	D	$7	678,128	I	By Partech International Growth Capital I L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2014		X		5,284	A	$0.00	1,117,617	I	By Partech International Growth Capital II L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2014		S		493	D	$7	1,117,124	I	By Partech International Growth Capital II L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2014		X		3,207	A	$0.00	678,430	I	By Partech International Growth Capital III L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2014		S		300	D	$7	678,130	I	By Partech International Growth Capital III L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2014		X		1,305	A	$0.00	276,225	I	By AXA Growth Capital II L.P.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2014		S		122	D	$7	276,103	I	By AXA Growth Capital II L.P.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2014		X		135	A	$0.00	24,594	I	By 45th Parallel L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2014		S		14	D	$7	24,580	I	By 45th Parallel L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2014		X		135	A	$0.00	24,594	I	By Par SF II, L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	04/03/2014		S		14	D	$7	24,580	I	By Par SF II, L.L.C.⁽¹⁾⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy common stock)	$0.652	04/03/2014		X			7,804	02/28/2008	04/09/2014⁽⁴⁾	Common Stock	7,804	$0.00	0	D
Warrant (right to buy common stock)	$0.652	04/03/2014		X			1,283	02/28/2008	04/09/2014⁽⁴⁾	Common Stock	1,283	$0.00	0	I	By Partech International Growth Capital I L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Warrant (right to buy common stock)	$0.652	04/03/2014		X			2,114	02/28/2008	04/09/2014⁽⁴⁾	Common Stock	2,114	$0.00	0	I	By Partech International Growth Capital II L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Warrant (right to buy common stock)	$0.652	04/03/2014		X			1,283	02/28/2008	04/09/2014⁽⁴⁾	Common Stock	1,283	$0.00	0	I	By Partech International Growth Capital III L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Warrant (right to buy common stock)	$0.652	04/03/2014		X			522	02/28/2008	04/09/2014⁽⁴⁾	Common Stock	522	$0.00	0	I	By AXA Growth Capital II L.P.⁽¹⁾⁽²⁾⁽³⁾
Warrant (right to buy common stock)	$0.652	04/03/2014		X			54	02/28/2008	04/09/2014⁽⁴⁾	Common Stock	54	$0.00	0	I	By 45th Parallel L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Warrant (right to buy common stock)	$0.652	04/03/2014		X			54	02/28/2008	04/09/2014⁽⁴⁾	Common Stock	54	$0.00	0	I	By Par SF II, L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Warrant (right to buy common stock)	$0.652	04/03/2014		X			11,706	07/15/2008	04/09/2014⁽⁵⁾	Common Stock	11,706	$0.00	0	D
Warrant (right to buy common stock)	$0.652	04/03/2014		X			1,924	07/15/2008	04/09/2014⁽⁵⁾	Common Stock	1,924	$0.00	0	I	By Partech International Growth Capital I L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Warrant (right to buy common stock)	$0.652	04/03/2014		X			3,170	07/15/2008	04/09/2014⁽⁵⁾	Common Stock	3,170	$0.00	0	I	By Partech International Growth Capital II L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Warrant (right to buy common stock)	$0.652	04/03/2014		X			1,924	07/15/2008	04/09/2014⁽⁵⁾	Common Stock	1,924	$0.00	0	I	By Partech International Growth Capital III L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Warrant (right to buy common stock)	$0.652	04/03/2014		X			783	07/15/2008	04/09/2014⁽⁵⁾	Common Stock	783	$0.00	0	I	By AXA Growth Capital II L.P.⁽¹⁾⁽²⁾⁽³⁾
Warrant (right to buy common stock)	$0.652	04/03/2014		X			81	07/15/2008	04/09/2014⁽⁵⁾	Common Stock	81	$0.00	0	I	By 45th Parallel L.L.C.⁽¹⁾⁽²⁾⁽³⁾
Warrant (right to buy common stock)	$0.652	04/03/2014		X			81	07/15/2008	04/09/2014⁽⁵⁾	Common Stock	81	$0.00	0	I	By Par SF II, L.L.C.⁽¹⁾⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Partech U.S. Partners IV, L.L.C.

(Last)

(First)

(Middle)

50 CALIFORNIA ST., STE 3200

(Street)

SAN FRANCISCO

94111

(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^*

WORMS VINCENT

(Last)

(First)

(Middle)

50 CALIFORNIA ST., STE 3200

(Street)

SAN FRANCISCO

94111

(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. Vincent R. Worms is (A) the sole member of Par SF II L.L.C. ("Par SF"), (B) the managing member of 47th Parallel, L.L.C. ("47th Parallel"), which is the managing member of Partech U.S. Partners IV, L.L.C. ("Partech US"), (C) the managing member of 45th Parallel L.L.C. ("45th Parallel"), which is the managing member of 46th Parallel L.L.C. ("46th Parallel"), which is the managing member of Partech International Growth Capital I L.L.C. ("Partech I"), Partech International Growth Capital II L.L.C.("Partech II") and Partech International Growth Capital III L.L.C. ("Partech III")

2. (Continued from footnote1) and (D) the managing member of 48th Parallel L.L.C. ("48th Parallel"), which is the investment general partner of AXA Growth Capital II L.P. ("AXA").

3. Vincent R. Worms may be deemed to have voting control and investment power over the securities held by Par SF, Partech US, 45th Parallel, Partech I, Partech II, Partech III and AXA, but disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. The warrants are exercisable, in whole or in part, until the earliest to occur of (i) the seven (7)-year anniversary of February 28, 2008; or (ii) the issuance and sale of shares of the Company's common stock in the Company's first underwritten public offering pursuant to an effective registration statement.

5. The warrants are exercisable, in whole or in part, until the earliest to occur of (i) the seven (7)-year anniversary of July 15, 2008; or (ii) the issuance and sale of shares of the Company's common stock in the Company's first underwritten public offering pursuant to an effective registration statement.

Remarks:

Form 2 of 2.

	/s/ Vincent R. Worms, managing member of the Reporting Owner	04/07/2014
	/s/ Vincent R. Worms	04/07/2014
	** Signature of Reporting Person	Date
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