SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Schmitt Christopher

(Last)

(First)

(Middle)

11120 FOUR POINTS DRIVE

SUITE 100

(Street)

AUSTIN

78726

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2020

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel and Secretary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	47,158⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	03/24/2027	Common Stock	29,020	$3.17	D
Stock Option (right to buy)	⁽³⁾	11/16/2027	Common Stock	25,521	$12	D
Stock Option (right to buy)	⁽⁴⁾	02/07/2029	Common Stock	24,623	$29.92	D
Stock Option (right to buy)	⁽⁵⁾	02/05/2030	Common Stock	25,139	$25.42	D

Explanation of Responses:

1. Grant, award or other acquisition pursuant to Rule 16b-3(d).

2. On March 24, 2017, the reporting person was granted an option to purchase 70,000 shares of common stock. As to 35,000 shares, 25% vested on March 13, 2018 and the remaining 75% vest in equal installments on a monthly basis over the 36-month period following March 13, 2018. As to the other 35,000 shares, (i) 7,280 vested on January 15, 2018; (ii) 26,250 vest in equal installments on each of January 15, 2019, January 15, 2020, and January 15, 2021; and (iii) 1,470 vest on April 15, 2021.

3. On November 16, 2017, the reporting person was granted an option to purchase 58,333 shares of common stock, 25% of which vested on the first anniversary of the date of grant and then 1/48th of which vest on each monthly anniversary of the date of grant thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.

4. On February 7, 2019, the reporting person was granted an option to purchase 24,623 shares of common stock, 25% of which vested on the first anniversary of the date of grant and then 1/48th of which vest on each monthly anniversary of the date of grant thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.

5. On February 5, 2019, the reporting person was granted an option to purchase 25,139 shares of common stock, 25% of which vested on the first anniversary of the date of grant and then 1/48th of which vest on each monthly anniversary of the date of grant thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Christopher G. Schmitt	08/10/2020
	** 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 5 (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.
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