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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Morgenthaler Partners VIII LP

(Last) (First) (Middle)
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MULESOFT, INC [ MULE ]
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)
11/15/2017
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/15/2017 C 2,107,037 A (1) 2,107,037 D(2)
Class A Common Stock 11/15/2017 J(3) 2,107,037 D (3) 0 D(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (4) 11/15/2017 C 2,107,037 (4) (4) Class A Common Stock 2,107,037 $0.00 6,321,113 D(2)
1. Name and Address of Reporting Person*
Morgenthaler Partners VIII LP

(Last) (First) (Middle)
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(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*
Morgenthaler Management Partners VIII, LLC

(Last) (First) (Middle)
3200 ALPINE ROAD

(Street)
PORTOLA VALLEY CA 94028

(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. This transaction involves the conversion of Class B Common Stock to Class A Common Stock on a 1:1 basis for no additional consideration.
2. The shares are held of record by Morgenthaler Partners VIII, L.P. ("Morgenthaler Partners"). Morgenthaler Management Partners VIII, LLC ("Morgenthaler Management") is the sole general partner of Morgenthaler Partners. Morgenthaler Management disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
3. Represents a pro-rata, in-kind distribution by Morgenthaler Partners without additional consideration, to its partners. Morgenthaler Partners distributed an aggregate of 1,657,150 shares to its limited partners on a pro rata basis and 449,887 shares to its general partner, Morgenthaler Management. Morgenthaler Management subsequently distributed 449,887 shares on a pro rata basis for no additional consideration to its members and assignees.
4. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
Remarks:
This Form 4 is one of two Form 4s filed on the date hereof in respect of these shares. The Reporting Person for the other Form 4 is Gary Little.
By Morgenthaler Management Partners VIII, LLC, By: /s/ Travis Boettner, Chief Compliance Officer 11/17/2017
Travis Boettner, Chief Compliance Officer 11/17/2017
** 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.