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
Fastly, Inc. [ FSLY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/08/2019 | ||||||||||||||||||||||||||
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 | 11/08/2019 | C(1) | 7,906,335 | A | $0.00 | 7,906,335 | I | See Footnote(2) | ||
Class A Common Stock | 11/08/2019 | C(1) | 533,752 | A | $0.00 | 533,752 | I | See Footnote(3) | ||
Class A Common Stock | 11/08/2019 | C(1) | 88,404 | A | $0.00 | 88,404 | I | See Footnote(4) | ||
Class A Common Stock | 11/13/2019 | J(5) | 3,162,535 | D | $0.00(5) | 4,743,800 | I | See Footnote(2) | ||
Class A Common Stock | 11/13/2019 | S | 213,501 | D | $19.74 | 320,251 | I | See Footnote(3) | ||
Class A Common Stock | 11/13/2019 | J(6) | 33,362 | D | $0.00(6) | 55,042 | I | See Footnote(4) |
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) | 11/08/2019 | C | 7,906,335 | (1) | (1) | Class A Common Stock | 7,906,335 | $0.00 | 0 | I | See Footnote(2) | |||
Class B Common Stock | (1) | 11/08/2019 | C | 533,752 | (1) | (1) | Class A Common Stock | 533,752 | $0.00 | 0 | I | See Footnote(3) | |||
Class B Common Stock | (1) | 11/08/2019 | C | 88,404 | (1) | (1) | Class A Common Stock | 88,404 | $0.00 | 0 | I | See Footnote(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Each share of Class B Common Stock converted into Class A Common Stock upon the election of the reporting person on November 8, 2019. |
2. These shares are held directly by OATV II, L.P. ("OATV II"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and they may be deemed to share voting and dispositive power over the shares held by OATV II. Such persons and entities disclaim beneficial ownership over shares held by OATV II, except to the extent of any pecuniary interest therein. |
3. These shares are held directly by OATVIISPV1, LLC ("OATVIISPV1"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and they may be deemed to share voting and dispositive power over the shares held by OATVIISPV1. Such persons and entities disclaim beneficial ownership over shares held by OATVIISPV1, except to the extent of any pecuniary interest therein. |
4. These shares are held directly by OATVIISPV2, LLC ("OATVIISPV2"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and they may be deemed to share voting and dispositive power over the shares held by OATVIISPV2. Such persons and entities disclaim beneficial ownership over shares held by OATVIISPV2, except to the extent of any pecuniary interest therein. |
5. On November 13, 2019, OATV II distributed, for no consideration, 3,162,535 shares (the "Shares") of Class A Common Stock to its partners, representing each such partner's pro rata interest in such Shares. On the same date, one or more of such partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares. |
6. On November 13, 2019, OATVIISPV2 distributed, for no consideration, 33,362 shares (the "Shares") of Class A Common Stock to its partners, representing each such partner's pro rata interest in such Shares. On the same date, one or more of such partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares. |
Remarks: |
OATV II, L.P., By: O'Reilly AlphaTech Ventures II, LLC, its general partner, By: /s/ Laura Kelley, Chief Financial Office | 11/15/2019 | |
OATVIISPV1, LLC, By: O'Reilly AlphaTech Ventures II, LLC, its general partner, By: /s/ Laura Kelley, Chief Financial Officer | 11/15/2019 | |
OATVIISPV2, LLC, By: O'Reilly AlphaTech Ventures II, LLC, its general partner, By: /s/ Laura Kelley, Chief Financial Officer | 11/15/2019 | |
O'Reilly AlphaTech Ventures II, LLC, By: /s/ Laura Kelley, Chief Financial Officer | 11/15/2019 | |
/s/ Bryce Roberts | 11/15/2019 | |
/s/ Mark Jacobsen | 11/15/2019 | |
** 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. |