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*
Pitango V.C. Fund III General Partner

(Last) (First) (Middle)
540 COWPER STREET, SUITE 200

(Street)
PALO ALTO CA 94301-1806

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FORESCOUT TECHNOLOGIES, INC [ FSCT ]
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)
03/23/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/28/2018
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
Common Stock 03/23/2018 S(1) 373,209 D $27.637 2,354,123 I See footnote(2)
Common Stock 03/23/2018 S(1) 34,412 D $27.637 217,698 I See footnote(3)
Common Stock 03/23/2018 S(1) 100,916 D $27.637 636,548 I See footnote(4)
Common Stock 03/23/2018 S(1) 13,137 D $27.637 82,861 I See footnote(5)
Common Stock 03/23/2018 S(1) 51,285 D $27.637 323,483 I See footnote(6)
Common Stock 03/23/2018 S(1) 26,275 D $27.637 165,678 I See footnotes(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Pitango V.C. Fund III General Partner

(Last) (First) (Middle)
540 COWPER STREET, SUITE 200

(Street)
PALO ALTO CA 94301-1806

(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*
PITANGO VENTURE CAPITAL FUND III (ISRAELI INVESTORS) LP

(Last) (First) (Middle)
11 HAMENOFIM STREET, BUILDING B

(Street)
HERZELIYA L3 4672562

(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*
Pitango Venture Capital Fund III Trusts 2000 Ltd.

(Last) (First) (Middle)
11 HAMENOFIM STREET, BUILDING B

(Street)
HERZELIYA L3 4672562

(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*
Pitango Principals Fund III (USA) L.P.

(Last) (First) (Middle)
540 COWPER STREET, SUITE 200

(Street)
PALO ALTO CA 94301-1806

(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*
Pitango Parallel Investor Fund III (USA) L.P.

(Last) (First) (Middle)
540 COWPER STREET, SUITE 200

(Street)
PALO ALTO CA 94301-1806

(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*
Pitango Venture Capital Fund III (USA) L.P.

(Last) (First) (Middle)
540 COWPER STREET, SUITE 200

(Street)
PALO ALTO CA 94301-1806

(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*
Pitango Venture Capital Fund III (USA) Non-Q L.P.

(Last) (First) (Middle)
540 COWPER STREET, SUITE 200

(Street)
PALO ALTO CA 94301-1806

(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 Reporting Persons sold shares to the underwriters in connection with the closing of the Issuer's follow-on public offering. The reported sale price reflects the price at which the Reporting Persons sold shares to the underwriters, which is net of underwriting commissions.
2. The shares are held of record by Pitango Venture Capital Fund III (USA) L.P. ("Fund III USA"). Pitango V.C. Fund III General Partner ("Pitango GP"), the general partner of Fund III USA, has sole voting and dispositive power with respect to the shares held by Fund III USA. The partners of Pitango GP are eight private companies that are each owned by one of the following individuals: Rami Beracha, Bruce Crocker, Isaac Hillel, Rami Kalish, a director of the Issuer, Aaron Mankovski, Chemi Peres, Isaac Shrem and Zeev Binman, respectively (the "Principals"), which share voting and dispositive power with respect to the subject shares. Such persons and entities disclaim beneficial ownership of the securities held by Fund III USA except to the extent of any pecuniary interest therein.
3. The shares are held of record by Pitango Venture Capital Fund III (USA) Non-Q L.P. ("Fund III USA Non-Q"). Pitango GP, the general partner of Fund III USA Non-Q, has sole voting and dispositive power with respect to the shares held by Fund III USA Non-Q. The partners of Pitango GP, which are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the subject shares. Such persons and entities disclaim beneficial ownership of the securities held by Fund III USA Non-Q except to the extent of any pecuniary interest therein.
4. The shares are held of record by Pitango Venture Capital Fund III (Israeli Investors) L.P. ("Fund III Israeli Investors"). Pitango V.C. Fund III (Israel) GP ("Israeli GP"), the general partner of Fund III Israeli Investors, has sole voting and dispositive power with respect to the shares held by Fund III Israeli Investors. The partners of Israeli GP, which are private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the subject shares. Such persons and entities disclaim beneficial ownership of the securities held by Fund III Israeli Investors except to the extent of any pecuniary interest therein.
5. The shares are held of record by Pitango Principals Fund III (USA) L.P. ("Principals Fund III"). Pitango GP, the general partner of Principals Fund III, has sole voting and dispositive power with respect to the shares held by Principals Fund III. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the subject shares. Such persons and entities disclaim beneficial ownership of the securities held by Principals Fund III except to the extent of any pecuniary interest therein.
6. The shares are held of record by Pitango Parallel Investor Fund III (USA) L.P ("Parallel Investor Fund"). Pitango GP, the general partner of Parallel Investor Fund, has sole voting and dispositive power with respect to the shares held by Parallel Investor Fund. The partners of Pitango GP, which are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the subject shares. Such persons and entities disclaim beneficial ownership of the securities held by Parallel Investor Fund except to the extent of any pecuniary interest therein.
7. The shares are held of record by Pitango Venture Capital Fund III Trusts 2000 Ltd. ("Capital Fund 2000"). Capital Fund 2000 is owned and controlled indirectly by the Principals, and holds shares of the Issuer on behalf of these limited partnerships: Pitango CEO Fund III (USA) L.P., Pitango CEO Fund III (Israel) L.P. and Pitango Families Fund III (Israel) L.P. The first two of these limited partnerships are managed by their sole general partner, Pitango GP, and the third of these limited partnerships is managed by the Israeli GP. Pitango GP and the Israeli GP share indirect voting and dispositive power with respect to the shares held by Capital Fund 2000 (via their management of the foregoing limited partnerships). The partners of each of Pitango GP and the Israeli GP are eight private companies (different companies in each case). Such persons and entities disclaim beneficial ownership of the securities held by Capital Fund 2000 except to the extent of any pecuniary interest therein.
Remarks:
This Form 4 is amended to restate (i) information with regard to certain of the Reporting Persons, and (ii) the post-transaction ownership reported in Table I, Column 6. The transactions were correctly and timely reported in the original Form 4.
/s/ Rami Kalish, /s/ Zeev Binman, Managing Directors, Pitango V.C. Fund III General Partner 04/17/2018
/s/ Rami Kalish, /s/Zeev Binman, Managing Directors, Pitango V.C. Fund III (Israel) General Partner, the general partner of Pitango Venture Capital Fund III (Israeli Investors) L.P. 04/17/2018
/s/ Rami Kalish, /s/ Zeev Binman, Managing Directors, Pitango Venture Capital Fund III Trusts 2000 Ltd. 04/17/2018
/s/ Rami Kalish, /s/ Zeev Binman, Managing Directors, Pitango V.C. Fund III General Partner, the general partner of Pitango Principals Fund III (USA) L.P. 04/17/2018
/s/ Rami Kalish, /s/ Zeev Binman, Managing Directors, Pitango V.C. Fund III General Partner, the general partner of Pitango Parallel Investor Fund III (USA) L.P. 04/17/2018
/s/ Rami Kalish, /s/ Zeev Binman, Managing Directors, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III (USA) L.P. 04/17/2018
/s/ Rami Kalish, /s/ Zeev Binman, Managing Directors, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III (USA) Non-Q L.P. 04/17/2018
** 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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