0001209191-13-044958.txt : 20130919 0001209191-13-044958.hdr.sgml : 20130919 20130919193956 ACCESSION NUMBER: 0001209191-13-044958 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130919 FILED AS OF DATE: 20130919 DATE AS OF CHANGE: 20130919 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FireEye, Inc. CENTRAL INDEX KEY: 0001370880 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 201548921 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1440 MCCARTHY BLVD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 408-321-6300 MAIL ADDRESS: STREET 1: 1440 MCCARTHY BLVD CITY: MILPITAS STATE: CA ZIP: 95035 FORMER COMPANY: FORMER CONFORMED NAME: FireEye Inc DATE OF NAME CHANGE: 20060728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL XI CENTRAL INDEX KEY: 0001228834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36067 FILM NUMBER: 131106496 BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA TECHNOLOGY PARTNERS XI CENTRAL INDEX KEY: 0001261133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36067 FILM NUMBER: 131106495 BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL XI PRINCIPALS FUND CENTRAL INDEX KEY: 0001261134 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36067 FILM NUMBER: 131106494 BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC XI MANAGEMENT LLC CENTRAL INDEX KEY: 0001261135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36067 FILM NUMBER: 131106497 BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 c601080_3x1.xml MAIN DOCUMENT DESCRIPTION X0206 3 2013-09-19 0 0001370880 FireEye, Inc. FEYE 0001261135 SC XI MANAGEMENT LLC 3000 SAND HILL ROAD, 4-250 MENLO PARK CA 94025 0 0 1 0 0001228834 SEQUOIA CAPITAL XI 3000 SAND HILL ROAD, 4-250 MENLO PARK CA 94025 0 0 1 0 0001261133 SEQUOIA TECHNOLOGY PARTNERS XI 3000 SAND HILL ROAD, 4-250 MENLO PARK CA 94025 0 0 1 0 0001261134 SEQUOIA CAPITAL XI PRINCIPALS FUND 3000 SAND HILL ROAD, 4-250 MENLO PARK CA 94025 0 0 1 0 Series A-1 Preferred Stock Common Stock 833530 I By Sequoia Capital XI, LP Series A-1 Preferred Stock Common Stock 26315 I By Sequoia Technology Partners XI, LP Series A-1 Preferred Stock Common Stock 90155 I By Sequoia Capital XI Principals Fund, LLC Series A-2 Preferred Stock Common Stock 5016892 I By Sequoia Capital XI, LP Series A-2 Preferred Stock Common Stock 158476 I By Sequoia Technology Partners XI, LP Series A-2 Preferred Stock Common Stock 545800 I By Sequoia Capital XI Principals Fund, LLC Series B Preferred Stock Common Stock 2746122 I By Sequoia Capital XI, LP Series B Preferred Stock Common Stock 86746 I By Sequoia Technology Partners XI, LP Series B Preferred Stock Common Stock 298758 I By Sequoia Capital XI Principals Fund, LLC Series C Preferred Stock Common Stock 940661 I By Sequoia Capital XI, LP Series C Preferred Stock Common Stock 29714 I By Sequoia Technology Partners XI, LP Series C Preferred Stock Common Stock 102336 I By Sequoia Capital XI Principals Fund, LLC Series D Preferred Stock Common Stock 7637126 I By Sequoia Capital XI, LP Series D Preferred Stock Common Stock 241245 I By Sequoia Technology Partners XI, LP Series D Preferred Stock Common Stock 830861 I By Sequoia Capital XI Principals Fund, LLC Series E Preferred Stock Common Stock 980448 I By Sequoia Capital XI, LP Series E Preferred Stock Common Stock 30971 I By Sequoia Technology Partners XI, LP Series E Preferred Stock Common Stock 106665 I By Sequoia Capital XI Principals Fund, LLC Series F Preferred Stock Common Stock 806388 I By Sequoia Capital XI, LP Series F Preferred Stock Common Stock 25473 I By Sequoia Technology Partners XI, LP Series F Preferred Stock Common Stock 87729 I By Sequoia Capital XI Principals Fund, LLC Each share of Series A-1 Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F 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. Each share of Series A-2 Preferred Stock shall automatically convert into Common Stock on a 1.17308:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. As of the date of this report, Sequoia Capital XI, LP ("SC XI") holds 4,276,684 shares of Series A-2 Preferred Stock, Sequoia Technology Partners XI, LP ("STP XI") holds 135,094 shares of Series A-2 Preferred Stock, and Sequoia Capital XI Principals Fund, LLC ("SC XI PF") holds 465,271 shares of Series A-2 Preferred Stock. Each share of Series B Preferred Stock shall automatically convert into Common Stock on a 1.40127:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. As of the date of this report, SC XI holds 1,959,738 shares of Series B Preferred Stock, STP XI holds 61,905 shares of Series B Preferred Stock, and SC XI PF holds 213,205 shares of Series B Preferred Stock. Each share of Series C Preferred Stock shall automatically convert into Common Stock on a 1.4915:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. As of the date of this report, SC XI holds 630,681 shares of Series C Preferred Stock, STP XI holds 19,922 shares of Series C Preferred Stock, and SC XI PF holds 68,613 shares of Series C Preferred Stock. Shares held directly by SC XI. SC XI Management, LLC ("SC XI LLC"), the general partner of SC XI, may be deemed to share voting and dispositive power with respect to the shares held by SC XI. Each of these entities disclaims beneficial ownership of the securities held by SC XI except to the extent of any pecuniary interest therein. Shares held directly by STP XI. SC XI LLC, the general partner of STP XI, may be deemed to share voting and dispositive power with respect to the shares held by STP XI. Each of these entities disclaims beneficial ownership of the securities held by STP XI except to the extent of any pecuniary interest therein. Shares held directly by SC XI PF. SC XI LLC, the managing member of SC XI PF, may be deemed to share voting and dispositive power with respect to the shares held by SC XI PF. Each of these entities disclaims beneficial ownership of the securities held by SC XI PF except to the extent of any pecuniary interest therein. Exhibit 24 - Power of Attorney /s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC 2013-09-19 /s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Capital XI, LP 2013-09-19 /s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Technology Partners XI, LP 2013-09-19 /s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC, the Managing Member of Sequoia Capital XI Principals Fund, LLC 2013-09-19 EX-24 2 c601080_24.htm POWER OF ATTORNEY Exhibit 24 




                                   LIMITED POWER OF ATTORNEY
                                            FOR
                                    SECTION 16(a) FILINGS

     Know all by these presents, that the undersigned hereby constitutes and
appoints Melinda Dunn the undersigned's true and lawful attorney-in-fact to:

     (1)   Execute for and on behalf of the undersigned, in the undersigned's
           capacity as an officer, director and/or stockholder of any corporation
           or other person in which an investment fund affiliated with Sequoia
           Capital Operations, LLC makes an investment (each, a "Company"),
           Forms 3, 4, and 5 and amendments thereto in accordance with Section 16
           (a) of the Securities Exchange Act of 1934 and the rules thereunder;

     (2)   Do and perform any and all acts for and on behalf of the undersigned
           which may be necessary or desirable to complete and execute any such
           Form 3, 4, or 5 or amendment thereto and timely file such form with
           the United States Securities and Exchange Commission (the "SEC") and
           any stock exchange or similar authority; and

     (3)   Take any other action of any type whatsoever which, in the opinion of
           such attorney-in-fact, may be necessary or desirable in connection with
           the foregoing authority, it being understood that the documents executed
           by such attorney-in-fact on behalf of the undersigned pursuant to this
           Limited Power of Attorney shall be in such form and shall contain such
           terms and conditions as such attorney-in-fact may approve.

     The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever required, necessary, or
proper to be done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to be done by virtue of this Limited
Power of Attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
 the request of the undersigned, is not assuming, nor is any Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

     This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with respect to
any Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorney-in-fact.  This Limited Power of Attorney may be filed
with the SEC as a confirming statement of the authority granted herein.


     IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney
to be executed as of this 21st day of August, 2009.


/s/ Douglas Leone
-------------------------------------------------
Name: Douglas Leone