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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Pitango V.C. Fund III General Partner

(Last)

(First)

(Middle)

11 HAMENOFIM STREET, BUILDING B

(Street)

HERZELIYA

46725

(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)

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 F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	200,927	⁽¹⁾	I	See footnote⁽²⁾
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	18,574	⁽¹⁾	I	See footnote⁽³⁾
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	54,330	⁽¹⁾	I	See footnote⁽⁴⁾
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,072	⁽¹⁾	I	See footnote⁽⁵⁾
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	29,235	⁽¹⁾	I	See footnote⁽⁶⁾
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	14,145	⁽¹⁾	I	See footntoe⁽⁷⁾

1. Name and Address of Reporting Person^*

Pitango V.C. Fund III General Partner

(Last)

(First)

(Middle)

11 HAMENOFIM STREET, BUILDING B

(Street)

HERZELIYA

46725

(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)

11 HAMENOFIM STREET, BUILDING B

(Street)

HERZELIYA

46725

(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)

11 HAMENOFIM STREET, BUILDING B

(Street)

HERZELIYA

46725

(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

46725

(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)

11 HAMENOFIM STREET, BUILDING B

(Street)

HERZELIYA

46725

(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)

11 HAMENOFIM STREET, BUILDING B

(Street)

HERZELIYA

46725

(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

46725

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

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"), and share voting and dispositive power with respect to the shares held by Pitango GP. 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. 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 shares held by Pitango GP. 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 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 Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Pitango GP. 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 shares held by Pitango GP. 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 are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Pitango GP. 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 which holds shares of the Issuer in trust for three limited partnerships: Pitango CEO Fund III (USA) L.P., Pitango CEO Fund III (Israel) L.P. and Pitango Family Fund III (Israel) L.P. These three limited partnerships are managed by their sole general partner, the GP.

Remarks:

This report on Form 3 is one of two reports relating to the same transaction.

	/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner	10/26/2017
	/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III (USA) L.P.	10/26/2017
	/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III (USA) Non-Q L.P.	10/26/2017
	/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III (Israeli Investors) L.P.	10/26/2017
	/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Principals Fund III (USA) L.P.	10/26/2017
	/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Parallel Investor Fund III (USA) L.P.	10/26/2017
	/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III Trusts 2000 Ltd	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.