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^*

Meritech Management Associates II L.L.C.

(Last)

(First)

(Middle)

245 LYTTON AVE, SUITE 125

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2017

3. Issuer Name and Ticker or Trading Symbol
FORESCOUT TECHNOLOGIES, INC [ FSCT ]

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

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

5. 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 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	346,198	I	See footnote⁽¹⁾
Common Stock	8,906	I	See footnote⁽²⁾
Common Stock	2,646	I	See footnote⁽³⁾

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)
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	28,730	⁽⁴⁾	I	See footnote⁽¹⁾
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	756	⁽⁴⁾	I	See footnote⁽²⁾
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	210	⁽⁴⁾	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	31,854	⁽⁵⁾	I	See footnote⁽¹⁾
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	790	⁽⁵⁾	I	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	263	⁽⁵⁾	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	1,374,349	⁽⁶⁾	I	See footnote⁽¹⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	35,282	⁽⁶⁾	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	10,495	⁽⁶⁾	I	See footnote⁽³⁾
Series D Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	866,820	⁽⁷⁾	I	See footnote⁽¹⁾
Series D Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	22,294	⁽⁷⁾	I	See footnote⁽²⁾
Series D Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	6,634	⁽⁷⁾	I	See footnote⁽³⁾
Series D-1 Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	164,030	⁽⁸⁾	I	See footnote⁽¹⁾
Series D-1 Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	4,220	⁽⁸⁾	I	See footnote⁽²⁾
Series D-1 Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	1,254	⁽⁸⁾	I	See footnote⁽³⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	695,853	⁽⁹⁾	I	See footnote⁽¹⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	17,900	⁽⁹⁾	I	See footnote⁽²⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	5,318	⁽⁹⁾	I	See footnote⁽³⁾
Series F Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	523,036	⁽¹⁰⁾	I	See footnote⁽¹⁾
Series F Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	13,458	⁽¹⁰⁾	I	See footnote⁽²⁾
Series F Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	3,999	⁽¹⁰⁾	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

Meritech Management Associates II L.L.C.

(Last)

(First)

(Middle)

245 LYTTON AVE, SUITE 125

(Street)

PALO ALTO

94301

(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^*

Meritech Capital Associates II L.L.C.

(Last)

(First)

(Middle)

245 LYTTON AVE, SUITE 125

(Street)

PALO ALTO

94301

(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^*

MERITECH CAPITAL PARTNERS II LP

(Last)

(First)

(Middle)

245 LYTTON AVE, SUITE 125

(Street)

PALO ALTO

94301

(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^*

MERITECH CAPITAL AFFILIATES II LP

(Last)

(First)

(Middle)

245 LYTTON AVE, SUITE 125

(Street)

PALO ALTO

94301

(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^*

MCP ENTREPRENEUR PARTNERS II LP

(Last)

(First)

(Middle)

245 LYTTON AVE, SUITE 125

(Street)

PALO ALTO

94301

(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^*

MADERA PAUL S

(Last)

(First)

(Middle)

245 LYTTON AVE, SUITE 125

(Street)

PALO ALTO

94301

(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^*

GORDON MICHAEL B

(Last)

(First)

(Middle)

245 LYTTON AVE, SUITE 125

(Street)

PALO ALTO

94301

(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. The shares are held of record by Meritech Capital Partners II L.P. ("MCP II"). Paul S. Madera and Michael B. Gordon, as the managing members of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCP II, share voting and dispositive power with respect to the shares held by MCP II. Such persons and entities disclaim beneficial ownership of the securities held by MCP II except to the extent of any pecuniary interest therein.

2. The shares are held of record by Meritech Capital Affiliates II L.P. ("MCA II"). Messrs. Madera and Gordon, as the managing members of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCA II, share voting and dispositive power with respect to the shares held by MCA II. Such persons and entities disclaim beneficial ownership of the securities held by MCA II except to the extent of any pecuniary interest therein.

3. The shares are held of record by MCP Entrepreneur Partners II L.P. ("Entrepreneur"). Messrs. Madera and Gordon, as the managing members of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Entrepreneur, share voting and dispositive power with respect to the shares held by Entrepreneur. Such persons and entities disclaim beneficial ownership of the securities held by Entrepreneur except to the extent of any pecuniary interest therein.

4. The Series A Convertible Preferred Stock shall automatically convert into Common Stock on an approximate 1:42 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

5. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on an approximate 1:52.7 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

6. The Series C Convertible Preferred Stock shall automatically convert into Common Stock on an approximate 1:52.7 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

7. The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

8. The Series D-1 Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

9. The Series E Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

10. The Series F Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

Remarks:

	/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C	10/26/2017
	/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C.	10/26/2017
	/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Meritech Capital Partners II L.P.	10/26/2017
	/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of Meritech Capital Affiliates II L.P.	10/26/2017
	/s/ Paul S. Madera, as a managing member of Meritech Management Associates II L.L.C., a managing member of Meritech Capital Associates II L.L.C., the general partner of MCP Entrepreneur Partners II L.P.	10/26/2017
	/s/ Paul S. Madera	10/26/2017
	/s/ Michael B. Gordon	10/26/2017
	** 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 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).
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