0001567619-20-013237.txt : 20200713 0001567619-20-013237.hdr.sgml : 20200713 20200713190040 ACCESSION NUMBER: 0001567619-20-013237 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20200709 FILED AS OF DATE: 20200713 DATE AS OF CHANGE: 20200713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Holdings Group, LLC CENTRAL INDEX KEY: 0001305473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 201026051 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates Growth-Buyout Coinvestment, L.P. CENTRAL INDEX KEY: 0001745337 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 201026052 BUSINESS ADDRESS: STREET 1: PO BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 36 FLOOR STREET 2: INSIGHT VENTURE PARTNERS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates Growth-Buyout Coinvestment Ltd. CENTRAL INDEX KEY: 0001745336 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 201026053 BUSINESS ADDRESS: STREET 1: PO BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 36 FLOOR STREET 2: INSIGHT VENTURE PARTNERS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. CENTRAL INDEX KEY: 0001641225 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 201026054 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. CENTRAL INDEX KEY: 0001641177 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 201026055 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. CENTRAL INDEX KEY: 0001641159 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 201026056 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. CENTRAL INDEX KEY: 0001641176 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 201026057 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tenable Holdings, Inc. CENTRAL INDEX KEY: 0001660280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 475580846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7021 COLUMBIA GATEWAY DRIVE, SUITE 500 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 410-872-0555 MAIL ADDRESS: STREET 1: 7021 COLUMBIA GATEWAY DRIVE, SUITE 500 CITY: COLUMBIA STATE: MD ZIP: 21046 4 1 doc1.xml FORM 4 X0306 4 2020-07-09 0 0001660280 Tenable Holdings, Inc. TENB 0001305473 Insight Holdings Group, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001745337 Insight Venture Associates Growth-Buyout Coinvestment, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001745336 Insight Venture Associates Growth-Buyout Coinvestment Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001641225 Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001641177 Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001641159 Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001641176 Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 Common Stock 2020-07-09 4 S 0 36926 31.2402 D 3483115 I See footnote Common Stock 2020-07-09 4 S 0 29687 31.2402 D 2800219 I See footnote Common Stock 2020-07-09 4 S 0 27297 31.2402 D 2574813 I See footnote Common Stock 2020-07-09 4 S 0 33596 31.2402 D 3169001 I See footnote Common Stock 2020-07-10 4 S 0 6516 31.3029 D 3476599 I See footnote Common Stock 2020-07-10 4 S 0 5239 31.3029 D 2794980 I See footnote Common Stock 2020-07-10 4 S 0 4817 31.3029 D 2569996 I See footnote Common Stock 2020-07-10 4 S 0 5929 31.3029 D 3163072 I See footnote Common Stock 2020-07-13 4 S 0 529 31.0793 D 3476070 I See footnote Common Stock 2020-07-13 4 S 0 426 31.0793 D 2794554 I See footnote Common Stock 2020-07-13 4 S 0 391 31.0793 D 2569605 I See footnote Common Stock 2020-07-13 4 S 0 482 31.0793 D 3162590 I See footnote See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 This Form 4 is the second of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. Each Form 4 is filed by Designated Filer, Insight Holdings Group, LLC. Exhibit List ------------ Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information Insight Holdings Group, LLC, by Blair Flicker, its Authorized Signatory, /s/ Blair Flicker 2020-07-13 EX-99.1 2 a36274175a.htm EXPLANATION OF RESPONSES

EXPLANATION OF RESPONSES

(1)

Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P.

(2)

Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P.

(3)

Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P.

(4)

Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P.

(5)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.00 to $31.51, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (5) to (7).

(6)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.03 to $31.63, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (5) to (7).

(7)

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.00 to $31.24, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (5) to (7).

EX-99.2 3 a36274175b.htm JOINT FILERS' SIGNATURES

JOINT FILERS’ SIGNATURES

INSIGHT HOLDINGS GROUP, LLC By: /s/ Blair Flicker Name: Blair Flicker Title: Attorney-in-Fact	Date: 7/13/2020
INSIGHT VENTURE ASSOCIATES GROWTH-BUYOUT COINVESTMENT, LTD. By: /s/ Blair Flicker Name: Blair Flicker Title: Authorized Officer	Date: 7/13/2020
INSIGHT VENTURE ASSOCIATES GROWTH-BUYOUT COINVESTMENT, L.P. By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner By: /s/ Blair Flicker Name: Blair Flicker Title: Authorized Officer	Date: 7/13/2020
INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND, L.P. By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general partner By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner By: /s/ Blair Flicker Name: Blair Flicker Title: Authorized Officer	Date: 7/13/2020
INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (CAYMAN), L.P. By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general partner By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner By: /s/ Blair Flicker Name: Blair Flicker Title: Authorized Officer	Date: 7/13/2020

INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (DELAWARE), L.P. By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general partner By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner By: /s/ Blair Flicker Name: Blair Flicker Title: Authorized Officer	Date: 7/13/2020
INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (B), L.P. By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general partner By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner By: /s/ Blair Flicker Name: Blair Flicker Title: Authorized Officer	Date: 7/13/2020

EX-99.3 4 a36274175c.htm JOINT FILER INFORMATION

JOINT FILER INFORMATION

7,395,681 shares of common stock are held of record by Insight Venture Partners IX, L.P. (“IVP IX”), 3,674,732 shares of common stock are held of record by Insight Venture Partners (Cayman) IX, L.P. (“IVP Cayman IX”), 783,570 shares of common stock are held of record by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”), and 147,624 shares of common stock are held of record by Insight Venture Partners IX (Co-Investors), L.P. (“IVP Co-Investors IX” and, together with IVP IX, IVP Cayman IX and IVP Delaware IX, the “IVP IX Funds”). 25,699 shares of common stock are held of record by IVP (Venice), L.P. (“IVP Venice”).

The amount listed as owned by each IVP IX Fund may be deemed to be attributable to each of the other IVP IX Funds, Insight Venture Associates IX, L.P. (“IVA IX”), Insight Venture Associates IX, Ltd. (“IVA IX Ltd”) and Insight Holdings Group, LLC (“Holdings”) because Holdings is the sole shareholder of IVA IX Ltd, which in turn is the general partner of IVA IX, which in turn is the general partner of each of the IVP IX Funds.

3,476,070 shares of common stock are held of record Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (“IVP Coinvestment”), 2,794,554 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP Coinvestment (Cayman)”), 2,569,605 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP Coinvestment (Delaware)”), and 3,162,590 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. (“IVP Coinvestment (B)” and, together with IVP Coinvestment, IVP Coinvestment (Cayman) and IVP Coinvestment (Delaware), the “IVP Coinvestment Funds”).

The amount listed as owned by each IVP Coinvestment Fund may be deemed to be attributable to each of the other IVP Coinvestment Funds, Insight Venture Associates Growth-Buyout Coinvestment, L.P. (“IVA Coinvestment”), Insight Venture Associates Growth-Buyout Coinvestment, Ltd. (“IVA Coinvestment Ltd”) and Holdings because Holdings is the sole shareholder of IVA Coinvestment Ltd, which in turn is the general partner of IVA Coinvestment, which in turn is the general partner of each of the IVP Coinvestment Funds.

The amount list as owned by IVP Venice may be deemed attributable to Holdings because Holdings is the sole shareholder of Insight Venture Associates X, Ltd. (“IVA X”), which is the managing member of IVP GP (Venice), LLC (“IVP GP Venice”), which in turn is the general partner of IVP Venice.

Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held of record by the IVP IX Funds, the IVP Coinvestment Funds and IVP Venice. The foregoing is not an admission by IVA IX, IVA IX Ltd, IVA Coinvestment, IVA Coinvestment Ltd or Holdings that it is the beneficial owner of the shares held of record by the IVP IX Funds, the IVP Coinvestment Funds or IVP Venice. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by the IVP IX Funds, the IVP Coinvestment Funds, or IVP Venice except to the extent of his pecuniary interest therein.

The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Partners, 1114 Avenue of the Americas, 36^th Floor, New York, New York 10036.