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^*

McClain Mark D.

(Last)

(First)

(Middle)

11120 FOUR POINTS DRIVE,

SUITE 100

(Street)

AUSTIN

78726

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sailpoint Technologies Holdings, Inc. [ SAIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	03/16/2020		S		7,143	D	$16.9⁽¹⁾	1,401,755	D
Common Stock	03/16/2020		S		12,857	D	$15.2221⁽²⁾	1,388,898	D
Common Stock	03/16/2020		S		10,714	D	$16.9⁽³⁾	905,280	I	By McClain Charitable Remainder Unitrust⁽⁴⁾
Common Stock	03/16/2020		S		19,286	D	$15.2221⁽⁵⁾	885,994	I	By McClain Charitable Remainder Unitrust⁽⁴⁾
Common Stock	03/16/2020		S		714	D	$16.9⁽⁶⁾	43,286	I	By McClain RHD 2015 Trust⁽⁷⁾
Common Stock	03/16/2020		S		1,286	D	$15.2221⁽⁸⁾	42,000	I	By McClain RHD 2015 Trust⁽⁷⁾
Common Stock	03/16/2020		S		714	D	$16.9⁽⁹⁾	43,286	I	By McClain ADM 2015 Trust⁽⁷⁾
Common Stock	03/16/2020		S		1,286	D	$15.2221⁽¹⁰⁾	42,000	I	By McClain ADM 2015 Trust⁽⁷⁾
Common Stock	03/16/2020		S		714	D	$16.9⁽¹¹⁾	43,286	I	By McClain GMM 2015 Trust⁽⁷⁾
Common Stock	03/16/2020		S		1,286	D	$15.2221⁽¹²⁾	42,000	I	By McClain GMM 2015 Trust⁽⁷⁾

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)

Explanation of Responses:

1. On March 16, 2020, pursuant to a plan of disposition adopted on June 14, 2019 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plan"), Mr. McClain sold 7,143 shares in a single trade at a price of $16.90. No more than 240,000 shares may be sold in the aggregate under the 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 240,000 shares in the aggregate have been sold.

2. On March 16, 2020, pursuant to the 10b5-1 Plan, Mr. McClain sold 12,857 shares in multiple trades at prices ranging from $15.22 to $15.28. The price reported above reflects the weighted average sale price. Mr. McClain hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 240,000 shares may be sold in the aggregate under the 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 240,000 shares in the aggregate have been sold.

3. On March 16, 2020, pursuant to a plan of disposition adopted on June 14, 2019 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "Unitrust 10b5-1 Plan"), the McClain Charitable Remainder Unitrust (the "Unitrust") sold 10,714 shares in a single trade at a price of $16.90. No more than 420,000 shares may be sold in the aggregate under the Unitrust 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 420,000 shares in the aggregate have been sold.

4. Mr. McClain is a co-trustee for the Unitrust, and he shares investment control over, and may be deemed to have a pecuniary interest in, the shares held by the Unitrust. As such, Mr. McClain may be deemed to beneficially own all of the shares held by the Unitrust; however, Mr. McClain disclaims beneficial ownership of the shares held by the Unitrust except to the extent of his pecuniary interest therein.

5. On March 16, 2020, pursuant to the Unitrust 10b5-1 Plan, the Unitrust sold 19,286 shares in multiple trades at prices ranging from $15.22 to $15.28. The price reported above reflects the weighted average sale price. The Unitrust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 420,000 shares may be sold in the aggregate under the Unitrust 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 420,000 shares in the aggregate have been sold.

6. On March 16, 2020, pursuant to a plan of disposition adopted on June 14, 2019 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "RHD 10b5-1 Plan"), the McClain RHD 2015 Trust (the "RHD Trust") sold 714 shares in a single trade at a price of $16.90. No more than 24,000 shares may be sold in the aggregate under the RHD 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 24,000 shares in the aggregate have been sold.

7. Mr. McClain is a co-trustee for each of the RHD Trust, McClain ADM 2015 Trust (the "ADM Trust") and McClain GMM 2015 Trust (the "GMM Trust", and together with the RHD Trust and the ADM Trust, the "Family Trusts"). The beneficiary of each of the Family Trusts is an immediate family member of Mr. McClain's. As such, Mr. McClain may be deemed to beneficially own all of the shares held by the Family Trusts; however, Mr. McClain disclaims beneficial ownership of the shares held by the Family Trusts except to the extent of his pecuniary interest therein.

8. On March 16, 2020, pursuant to the RHD Trust 10b5-1 Plan, the RHD Trust sold 1,286 shares in multiple trades at prices ranging from $15.22 to $15.28. The price reported above reflects the weighted average sale price. The RHD Trust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 24,000 shares may be sold in the aggregate under the RHD 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 24,000 shares in the aggregate have been sold.

9. On March 16, 2020, pursuant to a plan of disposition adopted on June 14, 2019 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "ADM 10b5-1 Plan"), the ADM Trust sold 714 shares in a single trade at a price of $16.90. No more than 24,000 shares may be sold in the aggregate under the ADM 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 24,000 shares in the aggregate have been sold.

10. On March 16, 2020, pursuant to the ADM Trust 10b5-1 Plan, the ADM Trust sold 1,286 shares in multiple trades at prices ranging from $15.22 to $15.28. The price reported above reflects the weighted average sale price. The ADM Trust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 24,000 shares may be sold in the aggregate under the ADM 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 24,000 shares in the aggregate have been sold.

11. On March 16, 2020, pursuant to a plan of disposition adopted on June 14, 2019 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "GMM 10b5-1 Plan"), the GMM Trust sold 714 shares in a single trade at a price of $16.90. No more than 24,000 shares may be sold in the aggregate under the GMM 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 24,000 shares in the aggregate have been sold.

12. On March 16, 2020, pursuant to the GMM Trust 10b5-1 Plan, the GMM Trust sold 1,286 shares in multiple trades at prices ranging from $15.22 to $15.28. The price reported above reflects the weighted average sale price. The GMM Trust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 24,000 shares may be sold in the aggregate under the GMM 10b5-1 Plan, which terminates no later than July 15, 2020, regardless of whether the maximum of 24,000 shares in the aggregate have been sold

Remarks:

	/s/ Christopher G. Schmitt, attorney-in-fact	03/17/2020
	** 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).
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