0001144204-19-007247.txt : 20190213 0001144204-19-007247.hdr.sgml : 20190213 20190213163653 ACCESSION NUMBER: 0001144204-19-007247 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 GROUP MEMBERS: ACCEL INTERNET FUND IV L.P. GROUP MEMBERS: ACCEL INVESTORS 2000 L.L.C. GROUP MEMBERS: ACCEL VIII ASSOCIATES L.L.C. GROUP MEMBERS: ARTHUR C. PATTERSON GROUP MEMBERS: JAMES R. SWARTZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORESCOUT TECHNOLOGIES, INC CENTRAL INDEX KEY: 0001145057 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 510406800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90160 FILM NUMBER: 19597952 BUSINESS ADDRESS: STREET 1: 190 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-213-3191 MAIL ADDRESS: STREET 1: 190 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: FORESCOUT TECHNOLOGIES INC DATE OF NAME CHANGE: 20010717 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACCEL VIII LP CENTRAL INDEX KEY: 0001115786 IRS NUMBER: 223726968 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6503305443 MAIL ADDRESS: STREET 1: 428 UNIVERSITYI AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G/A 1 tv513182_sc13ga.htm SC 13G/A

 

CUSIP NO. 34553D101 13 G Page 1 of 13

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. 1)*

 

ForeScout Technologies, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
34553D101
(CUSIP Number)
 
December 31, 2018
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

(Continued on following pages)

 

Page 1 of 13 Pages

Exhibit Index Contained on Page 11

 

 

 

 

 

 

CUSIP NO. 34553D101 13 G Page 2 of 13

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.

 

Accel VIII L.P. (“A8”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          ¨          (b)          x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12 TYPE OF REPORTING PERSON PN

 

 

 

 

CUSIP NO. 34553D101 13 G Page 3 of 13

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.

 

Accel VIII Associates L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          ¨          (b)          x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP NO. 34553D101 13 G Page 4 of 13

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.

 

Accel Internet Fund IV L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          ¨          (b)          x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12 TYPE OF REPORTING PERSON PN

 

 

 

 

CUSIP NO. 34553D101 13 G Page 5 of 13

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.

 

Accel Investors 2000 L.L.C. (“AI00”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)          ¨          (b)          x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
0 shares.
8 SHARED DISPOSITIVE POWER
0 shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP NO. 34553D101 13 G Page 6 of 13

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.

 

Arthur C. Patterson (“ACP”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)          ¨          (b)          x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
215,006 shares, of which 113,633 shares are directly owned by ACP, 30,251 shares are directly owned by Ellmore C. Patterson Partners, 59,295 shares are directly owned by ACP Family Partnership, 2,310 shares are directly owned by 2007 ACP Remainder Trust u/a/d 4/2/2007, and 9,517 shares are directly owned by ACP 2017 Grantor Trust u/a/d 6/5/2017.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
215,006 shares, of which 113,633 shares are directly owned by ACP, 30,251 shares are directly owned by Ellmore C. Patterson Partners, 59,295 shares are directly owned by ACP Family Partnership, 2,310 shares are directly owned by 2007 ACP Remainder Trust u/a/d 4/2/2007, and 9,517 shares are directly owned by ACP 2017 Grantor Trust u/a/d 6/5/2017.
8 SHARED DISPOSITIVE POWER
0 shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 215,006
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 34553D101 13 G Page 7 of 13

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.

 

James R. Swartz (“JRS”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)          ¨          (b)          x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
106,317 shares, of which 27,693 shares are directly owned by JRS, 27,172 shares are directly owned by Burn3, LLC, 42,697 shares are directly owned by Homestake Partners L.P., and 8,755 shares are directly owned by Swartz Foundation.
6 SHARED VOTING POWER
0 shares.
7 SOLE DISPOSITIVE POWER
106,317 shares, of which 27,693 shares are directly owned by JRS, 27,172 shares are directly owned by Burn3, LLC, 42,697 shares are directly owned by Homestake Partners L.P., and 8,755 shares are directly owned by Swartz Foundation.
8 SHARED DISPOSITIVE POWER
0 shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 106,317
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 34553D101 13 G Page 8 of 13

 

ITEM 1(A). NAME OF ISSUER
   
  ForeScout Technologies, Inc.
   
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  190 West Tasman Drive
  San Jose, CA 95134
   
ITEM 2(A). NAME OF PERSONS FILING
   
  This Amendment No. 1 amends the Statement on Schedule 13G filed by Accel VIII L.P. (“A8”), Accel VIII Associates L.L.C. (“A8A”), Accel Internet Fund IV L.P. (“AIF4”), Accel Investors 2000 L.L.C. (“AI00”), Arthur C. Patterson (“ACP”) and James R. Swartz (“JRS”).  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
   
  A8A, the general partner of A8 and AIF4, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by A8 and AIF4.  ACP and JRS are managing members of A8A and AI00 and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by A8A and AI00.  
   
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
   
  The address of the principal business office for each of the Reporting Persons is:
   
  Accel Partners
  500 University Avenue
  Palo Alto, CA 94301
   
ITEM 2(C). CITIZENSHIP
   
  A8 and AIF4 are Delaware limited partnerships.  A8A and AI00 are Delaware limited liability companies.   ACP and JRS are United States citizens.  

 

ITEM 2(D) AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER:

 

  Common Stock, $0.001 par value
  CUSIP #34553D101

 

ITEM 3. Not Applicable.
   
ITEM 4. OWNERSHIP
   
  The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2018:

 

  (a) Amount beneficially owned:
     
    See Row 9 of cover page for each Reporting Person.
     
  (b) Percent of Class:
     
    See Row 11 of cover page for each Reporting Person.

 

 

 

 

CUSIP NO. 34553D101 13 G Page 9 of 13

 

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote:
     
    See Row 5 of cover page for each Reporting Person.
     
  (ii) Shared power to vote or to direct the vote:
     
    See Row 6 of cover page for each Reporting Person.
     
  (iii) Sole power to dispose or to direct the disposition of:
     
    See Row 7 of cover page for each Reporting Person.
     
  (iv) Shared power to dispose or to direct the disposition of:
     
    See Row 8 of cover page for each Reporting Person.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:            x  Yes
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Under certain circumstances set forth in the limited partnership agreements of A8 and AIF4, and the limited liability company agreements of A8A and AI00, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
   
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.
   
  Not applicable.

 

 

 

 

CUSIP NO. 34553D101 13 G Page 10 of 13

 

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.

 

Dated: February 13, 2019

 

Entities:
Accel VIII L.P.*
Accel VIII Associates L.L.C.*
Accel Internet Fund IV L.P.*
Accel Investors 2000 L.L.C.*

 

  By:  /s/ Tracy L. Sedlock
    Tracy L. Sedlock, Attorney-in-fact
    for above-listed entities
     

 

Individuals:
Arthur C. Patterson*
James R. Swartz*

 

  By:  /s/ Tracy L. Sedlock
    Tracy L. Sedlock, Attorney-in-fact
    for above-listed individuals

 

* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

 

 

CUSIP NO. 34553D101 13 G Page 11 of 13

 

EXHIBIT INDEX

 

        Sequentially
Exhibit   Document Description   Numbered Page
         
Exhibit A   Agreement of Joint Filing   12
         
Exhibit B   Reference to Tracy L. Sedlock as Attorney-in-Fact   13

 

 

 

 

CUSIP NO. 34553D101 13 G Page 12 of 13

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of ForeScout Technologies, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

 

 

 

CUSIP NO. 34553D101 13 G Page 13 of 13

 

EXHIBIT B

 

REFERENCE TO TRACY L. SEDLOCK AS ATTORNEY-IN-FACT

 

Tracy L. Sedlock has signed the enclosed documents as Attorney-In-Fact. Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.