0000904454-16-001060.txt : 20160225 0000904454-16-001060.hdr.sgml : 20160225 20160225111802 ACCESSION NUMBER: 0000904454-16-001060 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160225 DATE AS OF CHANGE: 20160225 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Mimecast Ltd CENTRAL INDEX KEY: 0001644675 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89285 FILM NUMBER: 161454503 BUSINESS ADDRESS: STREET 1: ONE ROPEMAKER STREET CITY: LONDON STATE: X0 ZIP: EC2Y 9AW BUSINESS PHONE: 44(0)2078478700 MAIL ADDRESS: STREET 1: ONE ROPEMAKER STREET CITY: LONDON STATE: X0 ZIP: EC2Y 9AW FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abdiel Qualified Master Fund LP CENTRAL INDEX KEY: 0001508239 IRS NUMBER: 208096029 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: SUITE 530 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-496-9351 MAIL ADDRESS: STREET 1: 89 NEXUS WAY CITY: CAMANA BAY STATE: E9 ZIP: KY1-9007 SC 13G 1 s13g_021816-mimecast.htm SCHEDULE 13G s13g_021816-mimecast.htm

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
(Amendment No. ___)*
Mimecast Limited
(Name of Issuer)
Ordinary Shares, $0.012 par value
(Title of Class of Securities)
G14838109
(CUSIP Number)
February 16, 2016
Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o  Rule 13d-1(b)
 
x   Rule 13d-1(c)
 
o   Rule 13d-1(d)

 
 
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 
CUSIP No. G14838109



1
Name of Reporting Person:
Abdiel Qualified Master Fund, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
2
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) o
3
SEC USE ONLY
 
4
Citizenship or Place of Organization
 
Cayman Islands
 
NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
2,591,731
EACH
REPORTING
PERSON
7
SOLE  DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
2,591,731
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,591,731
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8% *
12
TYPE OF REPORTING PERSON
PN
 

* Based on 54,078,429 Ordinary Shares outstanding as of December 31, 2015, as reported in the Issuer’s Report on Form 6-K for the period ended December 31, 2015 filed with the Securities and Exchange Commission on February 11, 2016.

 
 
 
CUSIP No. G14838109



1
Names of Reporting Person:
Abdiel Capital, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
2
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) o
3
SEC USE ONLY
 
4
Citizenship or Place of Organization
 
Delaware
 
NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
133,501
EACH
REPORTING
PERSON
7
SOLE  DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
133,501
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
133,501
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% *
12
TYPE OF REPORTING PERSON
PN
 

* Based on 54,078,429 Ordinary Shares outstanding as of December 31, 2015, as reported in the Issuer’s Report on Form 6-K for the period ended December 31, 2015 filed with the Securities and Exchange Commission on February 11, 2016.


 
 
 
CUSIP No. G14838109



1
Names of Reporting Person:
Abdiel Capital Management, LLC
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
2
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) o
3
SEC USE ONLY
 
4
Citizenship or Place of Organization
 
Delaware
 
NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
2,725,232 *
EACH
REPORTING
PERSON
7
SOLE  DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
2,725,232*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,725,232 *
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% **
12
TYPE OF REPORTING PERSON
OO
 

* Consists of 2,591,731 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 133,501 shares of Common Stock held by Abdiel Capital, LP.
** Based on 54,078,429 Ordinary Shares outstanding as of December 31, 2015, as reported in the Issuer’s Report on Form 6-K for the period ended December 31, 2015 filed with the Securities and Exchange Commission on February 11, 2016.

 
 
 
CUSIP No. G14838109



1
Names of Reporting Person:
Abdiel Capital Advisors, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
2
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) o
3
SEC USE ONLY
 
4
Citizenship or Place of Organization
 
Delaware
 
NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
2,725,232*
EACH
REPORTING
PERSON
7
SOLE  DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
2,725,232*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,725,232*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% **
12
TYPE OF REPORTING PERSON
PN, IA
 

* Consists of 2,591,731 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 133,501 shares of Common Stock held by Abdiel Capital, LP.
** Based on 54,078,429 Ordinary Shares outstanding as of December 31, 2015, as reported in the Issuer’s Report on Form 6-K for the period ended December 31, 2015 filed with the Securities and Exchange Commission on February 11, 2016.



 
 
 
CUSIP No. G14838109

1
Names of Reporting Person:
Colin T. Moran
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
2
Check the Appropriate Box if a Member of a Group
 
(a) o
(b) o
3
SEC USE ONLY
 
4
Citizenship or Place of Organization
 
United States
 
NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
2,725,232*
EACH
REPORTING
PERSON
7
SOLE  DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
2,725,232 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,725,232 *
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% **
12
TYPE OF REPORTING PERSON
IN

* Consists of 2,591,731 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 133,501 shares of Common Stock held by Abdiel Capital, LP.
** Based on 54,078,429 Ordinary Shares outstanding as of December 31, 2015, as reported in the Issuer’s Report on Form 6-K for the period ended December 31, 2015 filed with the Securities and Exchange Commission on February 11, 2016.

 
 
 
CUSIP No. G14838109
SCHEDULE 13G
Item 1(a)
Name of Issuer:  Mimecast Limited.
Item 1(b)
Address of Issuer’s Principal Executive Offices:
 
One Ropemaker Street, London EC2Y 9AW, United Kingdom
 
Item 2(a)
Name of Persons Filing:
Abdiel Qualified Master Fund, LP
Abdiel Capital, LP
Abdiel Capital Management, LLC
Abdiel Capital Advisors, LP
Colin T. Moran
Item 2(b)
Address of Principal Business Office, or if None, Residence:
 
410 Park Avenue, Suite 930, New York, NY  10022
 
Item 2(c)
Citizenship:
 
Abdiel Qualified Master Fund, LP – Cayman Islands
 
Abdiel Capital, LP - Delaware
 
Abdiel Capital Management, LLC - Delaware
 
Abdiel Capital Advisors, LP - Delaware
 
Colin T. Moran – United States
Item 2(d)
 Title of Class of Securities:   Ordinary Shares, $0.012 par value
Item 2(e)
 CUSIP Number:  G14838109
Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:
 Not Applicable.
Item 4
Ownership:
 
(a) through (c):
 
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G.
 
Abdiel Capital Management, LLC and Abdiel Capital Advisors, LP serve as the general partner and the investment manager, respectively, of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP.  Colin T. Moran serves as managing member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which serves as the general partner of Abdiel Capital Advisors, LP.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 
Item 5
Ownership of Five Percent or Less of the Class:  Not Applicable.
 
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: Not Applicable. 
 
Item 8
Identification and Classification of Members of the Group:  Not Applicable.
 
Item 9
Notice of Dissolution of Group:  Not Applicable.
Item 10
Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.






CUSIP No. G14838109
SIGNATURES
 
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.

Date:  February 25, 2016

 
ABDIEL QUALIFIED MASTER FUND LP
 
 
By:
Abdiel Capital Management, LLC,
its General Partner
 
 
By:
/s/ Colin T. Moran
   
Colin T. Moran, Managing Member
 
 
 
ABDIEL CAPITAL LP
 
 
By:
Abdiel Capital Management, LLC,
its General Partner
 
 
By:
/s/ Colin T. Moran
   
Colin T. Moran, Managing Member
 
 
 
ABDIEL CAPITAL MANAGEMENT, LLC
 
 
By:
/s/ Colin T. Moran
   
Colin T. Moran, Managing Member
 
 
 
ABDIEL CAPITAL ADVISORS, LP
 
 
By:
Abdiel Capital Partners, LLC,
its General Partner
 
 
By:
/s/ Colin T. Moran
   
Colin T. Moran, Managing Member
 
 
 
COLIN T. MORAN
 
 
By:
/s/ Colin T. Moran
   
Colin T. Moran, Individually
 
 


 
 
 
CUSIP No. G14838109


 
EXHIBIT 1
 
 
JOINT FILING AGREEMENT
 
 
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
Date:  February 25, 2016

 
ABDIEL QUALIFIED MASTER FUND LP
 
 
By:
Abdiel Capital Management, LLC,
its General Partner
 
 
By:
/s/ Colin T. Moran
   
Colin T. Moran, Managing Member
 
 
 
ABDIEL CAPITAL LP
 
 
By:
Abdiel Capital Management, LLC,
its General Partner
 
 
By:
/s/ Colin T. Moran
   
Colin T. Moran, Managing Member
 
 
 
ABDIEL CAPITAL MANAGEMENT, LLC
 
 
By:
/s/ Colin T. Moran
   
Colin T. Moran, Managing Member
 
 
 
ABDIEL CAPITAL ADVISORS, LP
 
 
By:
Abdiel Capital Partners, LLC,
its General Partner
 
 
By:
/s/ Colin T. Moran
   
Colin T. Moran, Managing Member
 
 
 
COLIN T. MORAN
 
 
By:
/s/ Colin T. Moran
   
Colin T. Moran, Individually