SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
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, par value $0.001 per share
(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)
☒ Rule 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)
| CUSIP #34553D101 | Page 2 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus Capital Partners Limited (“Amadeus Limited”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
England | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
4,165,226 shares of Common Stock, of which 1,486,668 shares of Common Stock are owned directly by Amadeus II ‘A’ (“Amadeus A”), 991,124 shares of Common Stock are owned directly by Amadeus II ‘B’ (“Amadeus B”), 693,779 shares of Common Stock are owned directly by Amadeus II ‘C’ (“Amadeus C”), 33,025 shares of Common Stock are owned directly by Amadeus II ‘D’ GmbH & Co KG (“Amadeus D”), 99,088 shares of Common Stock are owned directly by Amadeus II Affiliates Fund L.P. (“Affiliates Fund”), 403,896 shares of Common Stock are owned directly by Amadeus IV Velocity Fund L.P. (“Velocity Fund”), and 457,626 shares of Common Stock are owned directly by Amadeus EII L.P. (“Amadeus EII”), except that (i) Amadeus II General Partner LP (“Amadeus II GP”), the general partner of each of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to vote the shares owned by each such fund, (ii) Amadeus IV Velocity GP LP (“Velocity GP”), the general partner of Velocity Fund, may be deemed to have sole power to vote the shares owned by Velocity Fund, (iii) Amadeus EII General Partner LP (“Amadeus EII GP”), the general partner of Amadeus EII, may be deemed to have sole power to vote the shares owned by Amadeus EII, (iv) each of Amadeus General Partner LTD (“Amadeus GP LTD”) and Amadeus Capital GP LLP (“Amadeus Capital GP,” and together with Amadeus GP LTD, the “Amadeus Intermediate General Partners”), the general partners of each of Amadeus II GP, Velocity GP and Amadeus EII GP (the “Direct General Partners”), may be deemed to have sole power to vote these shares, (v) Amadeus Limited, the manager of each of Amadeus A, Amadeus B, Amadeus C, Amadeus D, Affiliates Fund, Velocity Fund and Amadeus EII (the “Funds”) and the Direct General Partners, has sole voting power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their voting power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised of Anne Glover, Hermann Hauser, Andrea Traversone, Richard Anton and Mikael Johnsson (the “Committee Members”), who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
4,165,226 shares of Common Stock, of which 1,486,668 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D), 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund, and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of each of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to dispose of the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to dispose of the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to dispose of the shares owned by Amadeus EII, (iv) each of the Amadeus Intermediate General Partners, the general partners of the Direct General Partners, may be deemed to have sole power to dispose of these shares, (v) Amadeus Limited, the manager of each of the Funds and the Amadeus Intermediate General Partners, has sole dispositive power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their dispositive power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,165,226 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP #34553D101 | Page 3 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus General Partner LTD | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Scotland | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
4,165,226 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D, 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of each of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to vote the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to vote the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to vote the shares owned by Amadeus EII, (iv) Amadeus Capital GP who, with Amadeus GP LTD, is a general partner of the Direct General Partners, may be deemed to have sole power to vote these shares, (v) Amadeus Limited, the manager of the Funds and the Direct General Partners, has sole voting power with respect to such shares, and (vii) the directors of Amadeus Limited have delegated their voting power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
4,165,226 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D, 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of each of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to dispose of the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to dispose of the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to dispose of the shares owned by Amadeus EII, (iv) Amadeus Capital GP who, with Amadeus GP LTD, is a general partner of the Direct General Partners, may be deemed to have sole power to dispose of these shares, (v) Amadeus Limited, the manager of the Funds and the Direct General Partners, has sole dispositive power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their dispositive power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised the Committee Members, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,165,226 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP #34553D101 | Page 4 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus Capital GP LLP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
England | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
4,165,226 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D, 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to vote the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to vote the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to vote the shares owned by Amadeus EII, (iv) Amadeus GP LTD who, with Amadeus Capital GP, is a general partner of the Direct General Partners, may be deemed to have sole power to vote these shares, (v) Amadeus Limited, the manager of the Funds and the Direct General Partners, has sole voting power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their voting power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
4,165,226 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D, 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to dispose of the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to dispose of the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to dispose of the shares owned by Amadeus EII, (iv) Amadeus GP LTD who, with Amadeus Capital GP, is a general partner of the Direct General Partners, may be deemed to have sole power to dispose of these shares, (v) Amadeus Limited, the manager of the Funds and the Direct General Partners, has sole dispositive power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their dispositive power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised the Committee Members, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,165,226 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP #34553D101 | Page 5 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus II General Partner LP (“Amadeus II GP”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Scotland | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,303,704 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D and 99,088 shares of Common Stock are owned directly by Affiliates Fund, except that (i) Amadeus II GP, the general partner of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to vote such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus II GP, may be deemed to have sole power to vote these shares, (iii) Amadeus Limited, the manager of Amadeus A, Amadeus B, Amadeus C, Amadeus D, Affiliates Fund and the Direct General Partners, has sole voting power with respect to such shares and (iv) the directors of Amadeus Limited have delegated voting power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
3,303,704 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D and 99,088 shares of Common Stock are owned directly by Affiliates Fund, except that (i) Amadeus II GP, the general partner of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to dispose of such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus II GP, may be deemed to have sole power to dispose of these shares, (iii) Amadeus Limited, the manager of Amadeus A, Amadeus B, Amadeus C, Amadeus D, Affiliates Fund and the Direct General Partners, has sole dispositive power with respect to such shares and (iv) the directors of Amadeus Limited have delegated dispositive power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,303,704 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP #34553D101 | Page 6 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus IV Velocity GP LP (“Velocity GP”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Scotland | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
403,896 shares of Common Stock, all of which are owned directly by Velocity Fund, except that (i) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to vote such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Velocity GP, may be deemed to have sole power to vote these shares, (iii) Amadeus Limited, the manager of Velocity Fund and the Direct General Partners, has sole voting power with respect to such shares, and (iv) the directors of Amadeus Limited have delegated voting power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
403,896 shares of Common Stock, all of which are owned directly by Velocity Fund, except that (i) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to dispose of such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Velocity GP, may be deemed to have sole power to dispose of these shares, (iii) Amadeus Limited, the manager of Velocity Fund and the Direct General Partners, has sole dispositive power with respect to such shares, and (iv) the directors of Amadeus Limited have delegated dispositive power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
403,896 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP #34553D101 | Page 7 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus EI General Partner LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Scotland | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 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 #34553D101 | Page 8 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus EII General Partner LP (“Amadeus EII GP”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Scotland | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
457,626 shares of Common Stock, all of which are owned directly by Amadeus EII, except that (i) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to vote such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus EII GP, may be deemed to have sole power to vote these shares, (iii) Amadeus Limited, the manager of Amadeus EII and the Direct General Partners, has sole voting power with respect to such shares, and (iv) the directors of Amadeus Limited have delegated voting power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
457,626 shares of Common Stock, all of which are owned directly by Amadeus EII, except that (i) Amadeus EII GP, the general partner of Amadeus EII may be deemed to have sole power to dispose of such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus EII GP, may be deemed to have sole power to dispose of these shares, (iii) Amadeus Limited, the manager of Amadeus EII and the Direct General Partners, has sole dispositive power with respect to such shares, and (iv) the directors of Amadeus Limited have delegated dispositive power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
457,626 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP #34553D101 | Page 9 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus II ‘A’ (“Amadeus A”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
England | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
1,486,688 shares of Common Stock are owned directly by Amadeus A, except that (i) Amadeus II GP, the general partner of Amadeus A, may be deemed to have sole power to vote such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus II GP, may be deemed to have sole power to vote these shares, (iii) Amadeus Limited, the manager of Amadeus A and the Direct General Partners, has sole voting power with respect to such shares and (iv) the directors of Amadeus Limited have delegated voting power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
1,486,688 shares of Common Stock are owned directly by Amadeus A, except that (i) Amadeus II GP, the general partner of Amadeus A, may be deemed to have sole power to dispose of such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus II GP, may be deemed to have sole power to dispose of these shares, (iii) Amadeus Limited, the manager of Amadeus A and the Direct General Partners, has sole dispositive power with respect to such shares and (iv) the directors of Amadeus Limited have delegated dispositive power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,486,688 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP #34553D101 | Page 10 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus II ‘B’ (“Amadeus B”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
England | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
991,124 shares of Common Stock are owned directly by Amadeus B, except that (i) Amadeus II GP, the general partner of Amadeus B, may be deemed to have sole power to vote such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus II GP, may be deemed to have sole power to vote these shares, (iii) Amadeus Limited, the manager of Amadeus B and the Direct General Partners, has sole voting power with respect to such shares and (iv) the directors of Amadeus Limited have delegated voting power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
991,124 shares of Common Stock are owned directly by Amadeus B, except that (i) Amadeus II GP, the general partner of Amadeus B, may be deemed to have sole power to dispose of such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus II GP, may be deemed to have sole power to dispose of these shares, (iii) Amadeus Limited, the manager of Amadeus B and the Direct General Partners, has sole dispositive power with respect to such shares and (iv) the directors of Amadeus Limited have delegated dispositive power with respect to the Shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
991,124 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP #34553D101 | Page 11 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus II ‘C’ (“Amadeus C”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
England | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
693,779 shares of Common Stock are owned directly by Amadeus C, except that (i) Amadeus II GP, the general partner of Amadeus C, may be deemed to have sole power to vote such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus II GP, may be deemed to have sole power to vote these shares, (iii) Amadeus Limited, the manager of Amadeus C and the Direct General Partners, has sole voting power with respect to such shares and (iv) the directors of Amadeus Limited have delegated voting power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
693,779 shares of Common Stock are owned directly by Amadeus C, except that (i) Amadeus II GP, the general partner of Amadeus C, may be deemed to have sole power to dispose of such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus II GP, may be deemed to have sole power to dispose of these shares, (iii) Amadeus Limited, the manager of Amadeus C and the Direct General Partners, has sole dispositive power with respect to such shares and (iv) the directors of Amadeus Limited have delegated dispositive power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
693,779 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP #34553D101 | Page 12 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus II ‘D’ GmbH & Co KG (“Amadeus D”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
33,025 shares of Common Stock are owned directly by Amadeus D, except that (i) Amadeus II GP, the general partner of Amadeus D, may be deemed to have sole power to vote such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus II GP, may be deemed to have sole power to vote these shares, (iii) Amadeus Limited, the manager of Amadeus D and the Direct General Partners, has sole voting power with respect to such shares and (iv) the directors of Amadeus Limited have delegated voting power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
33,025 shares of Common Stock are owned directly by Amadeus D, except that (i) Amadeus II GP, the general partner of Amadeus D, may be deemed to have sole power to dispose of such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus II GP, may be deemed to have sole power to dispose of these shares, (iii) Amadeus Limited, the manager of Amadeus D and the Direct General Partners, has sole dispositive power with respect to such shares and (iv) the directors of Amadeus Limited have delegated dispositive power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,025 Shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP #34553D101 | Page 13 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus II Affiliates Fund L.P. (“Affiliates Fund”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
England | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
99,088 shares of Common Stock are owned directly by Affiliates Fund, except that (i) Amadeus II GP, the general partner of Affiliates Fund, may be deemed to have sole power to vote such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus II GP, may be deemed to have sole power to vote these shares, (iii) Amadeus Limited, the manager of Affiliates Fund and the Direct General Partners, has sole voting power with respect to such shares and (iv) the directors of Amadeus Limited have delegated voting power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
99,088 shares of Common Stock are owned directly by Affiliates Fund, except that (i) Amadeus II GP, the general partner of Affiliates Fund, may be deemed to have sole power to dispose of such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus II GP, may be deemed to have sole power to dispose of these shares, (iii) Amadeus Limited, the manager of Affiliates Fund and the Direct General Partners, has sole dispositive power with respect to such shares and (iv) the directors of Amadeus Limited have delegated dispositive power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,088 shares of Common Stock | |||||
| 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
PN | |||||
| CUSIP #34553D101 | Page 14 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus IV Velocity Fund L.P. (“Velocity Fund”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
England | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
403,896 shares of Common Stock are owned directly by Velocity Fund, except that (i) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to vote such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Velocity GP, may be deemed to have sole power to vote these shares, (iii) Amadeus Limited, the manager of Velocity Fund and the Direct General Partners, has sole voting power with respect to such shares and (iv) the directors of Amadeus Limited have delegated voting power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
403,896 shares of Common Stock are owned directly by Velocity Fund, except that (i) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to dispose of such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Velocity GP, may be deemed to have sole power to dispose of these shares, (iii) Amadeus Limited, the manager of Velocity Fund and the Direct General Partners, has sole dispositive power with respect to such shares and (iv) the directors of Amadeus Limited have delegated dispositive power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
403,896 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP #34553D101 | Page 15 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus EI L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
England | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 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 #34553D101 | Page 16 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Amadeus EII L.P. (“Amadeus EII”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
England | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to vote such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus EII GP, may be deemed to have sole power to vote these shares, (iii) Amadeus Limited, the manager of Amadeus EII and the Direct General Partners, has sole voting power with respect to such shares and (iv) the directors of Amadeus Limited have delegated voting power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to dispose of such shares, (ii) each of the Amadeus Intermediate General Partners, the general partners of Amadeus EII GP, may be deemed to have sole power to dispose of these shares, (iii) Amadeus Limited, the manager of Amadeus EII and the Direct General Partners, has sole dispositive power with respect to such shares and (iv) the directors of Amadeus Limited have delegated dispositive power with respect to the shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
457,626 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1% | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP #34553D101 | Page 17 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Anne Glover (“Glover”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
England and United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
4,165,226 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D, 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to vote the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to vote the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to vote the shares owned by Amadeus EII, (iv) each of the Amadeus Intermediate General Partners, the general partners of the Direct General Partners, may be deemed to have sole power to vote these shares, (v) Amadeus Limited, the manager of the Funds and the Direct General Partners, has sole voting power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their voting power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, of which Glover is a member, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
4,165,226 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D, 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to dispose of the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to dispose of the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to dispose of the shares owned by Amadeus EII, (iv) each of the Amadeus Intermediate General Partners, the general partners of the Direct General Partners, may be deemed to have sole power to dispose of these shares, (v) Amadeus Limited, the manager of the Funds and the Direct General Partners, has sole dispositive power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their dispositive power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, of which Glover is a member, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,165,226 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP #34553D101 | Page 18 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Andrea Traversone (“Traversone”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Italy | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
4,165,226 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D, 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to vote the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to vote the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to vote the shares owned by Amadeus EII, (iv) each of the Amadeus Intermediate General Partners, the general partners of the Direct General Partners, may be deemed to have sole power to vote these shares, (v) Amadeus Limited, the manager of the Funds and the Direct General Partners, has sole voting power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their voting power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, of which Traversone is a member, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
4,165,226 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D, 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to dispose of the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to dispose of the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to dispose of the shares owned by Amadeus EII, (iv) each of the Amadeus Intermediate General Partners, the general partners of the Direct General Partners, may be deemed to have sole power to dispose of these shares, (v) Amadeus Limited, the manager of the Funds and the Direct General Partners, has sole dispositive power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their dispositive power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, of which Traversone is a member, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,165,226 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP #34553D101 | Page 19 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Hermann Hauser (“Hauser”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Austria | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
4,165,226 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D, 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to vote the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to vote the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to vote the shares owned by Amadeus EII, (iv) each of the Amadeus Intermediate General Partners, the general partners of the Direct General Partners, may be deemed to have sole power to vote these shares, (v) Amadeus Limited, the manager of the Funds and the Direct General Partners, has sole voting power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their voting power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, of which Hauser is a member, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
4,165,226 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D, 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to dispose of the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to dispose of the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to dispose of the shares owned by Amadeus EII, (iv) each of the Amadeus Intermediate General Partners, the general partners of the Direct General Partners, may be deemed to have sole power to dispose of these shares, (v) Amadeus Limited, the manager of the Funds and the Direct General Partners, has sole dispositive power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their dispositive power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, of which Hauser is a member, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,165,226 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP #34553D101 | Page 20 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Richard Anton (“Anton”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
England | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
4,165,226 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D, 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to vote the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to vote the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to vote the shares owned by Amadeus EII, (iv) each of the Amadeus Intermediate General Partners, the general partners of the Direct General Partners, may be deemed to have sole power to vote these shares, (v) Amadeus Limited, the manager of the Funds and the Direct General Partners, has sole voting power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their voting power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, of which Anton is a member, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
4,165,226 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D, 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to dispose of the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to dispose of the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to dispose of the shares owned by Amadeus EII, (iv) each of the Amadeus Intermediate General Partners, the general partners of the Direct General Partners, may be deemed to have sole power to dispose of these shares, (v) Amadeus Limited, the manager of the Funds and the Direct General Partners, has sole dispositive power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their dispositive power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, of which Anton is a member, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,165,226 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP #34553D101 | Page 21 of 26 |
| 1 |
NAME OF REPORTING PERSONS
Mikael Johnsson (“Johnsson”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
4,165,226 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D, 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to vote the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to vote the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to vote the shares owned by Amadeus EII, (iv) each of the Amadeus Intermediate General Partners, the general partners of the Direct General Partners, may be deemed to have sole power to vote these shares, (v) Amadeus Limited, the manager of the Funds and the Direct General Partners, has sole voting power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their voting power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, of which Johnsson is a member, who each may be deemed to have shared power to vote such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
4,165,226 shares of Common Stock, of which 1,486,688 shares of Common Stock are owned directly by Amadeus A, 991,124 shares of Common Stock are owned directly by Amadeus B, 693,779 shares of Common Stock are owned directly by Amadeus C, 33,025 shares of Common Stock are owned directly by Amadeus D, 99,088 shares of Common Stock are owned directly by Affiliates Fund, 403,896 shares of Common Stock are owned directly by Velocity Fund and 457,626 shares of Common Stock are owned directly by Amadeus EII, except that (i) Amadeus II GP, the general partner of Amadeus A, Amadeus B, Amadeus C, Amadeus D and Affiliates Fund, may be deemed to have sole power to dispose of the shares owned by each such fund, (ii) Velocity GP, the general partner of Velocity Fund, may be deemed to have sole power to dispose of the shares owned by Velocity Fund, (iii) Amadeus EII GP, the general partner of Amadeus EII, may be deemed to have sole power to dispose of the shares owned by Amadeus EII, (iv) each of the Amadeus Intermediate General Partners, the general partners of the Direct General Partners, may be deemed to have sole power to dispose of these shares, (v) Amadeus Limited, the manager of the Funds and the Direct General Partners, has sole dispositive power with respect to such shares, and (vi) the directors of Amadeus Limited have delegated their dispositive power with respect to shares held by the Funds managed by Amadeus Limited to a committee comprised of the Committee Members, of which Johnsson is a member, who each may be deemed to have shared power to dispose of such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,165,226 shares of Common Stock | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP #34553D101 | Page 22 of 26 |
This Amendment No. 1 (“Amendment No. 1”) to the Schedule 13G initially filed with the United States Securities and Exchange Commission on February 14, 2018 (the “Original Schedule 13G”) is being filed jointly by the Reporting Persons listed below and amends and supplements the Original Schedule 13G. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 1 have the meanings ascribed to them in the Original Schedule 13G.
Reporting Persons:
Amadeus Capital Partners Limited (“Amadeus Limited”)
Amadeus II ‘A’ (“Amadeus A”)
Amadeus II ‘B’ (“Amadeus B”)
Amadeus II ‘C’ (“Amadeus C”)
Amadeus II ‘D’ GmbH & Co KG (“Amadeus D”)
Amadeus II Affiliates Fund L.P. (“Affiliates Fund”)
Amadeus EI LP (“Amadeus EI”)
Amadeus EII L.P. (“Amadeus EII”)
Amadeus IV Velocity Fund L.P. (“Velocity Fund” and, together with each of Amadeus A, Amadeus B, Amadeus C, Amadeus D, Affiliates Fund, Amadeus EI and Amadeus EII, the “Funds”)
Amadeus General Partner LTD (“Amadeus GP LTD”)
Amadeus Capital GP LLP (“Amadeus Capital GP” and, together with Amadeus GP LTD, the “Amadeus Intermediate General Partners”)
Amadeus II General Partner LP (“Amadeus II GP”)
Amadeus IV Velocity GP LP (“Velocity GP”)
Amadeus EI General Partner LP (“Amadeus EI GP”)
Amadeus EII General Partner LP (“Amadeus EII GP” and, together with each of Amadeus EI GP, Amadeus II GP and Velocity GP the “Direct General Partners”)
Anne Glover (“Glover”)
Andrea Traversone (“Traversone”)
Hermann Hauser (“Hauser”)
Richard Anton (“Anton”)
Mikael Johnsson (“Johnsson” and, together with Glover, Traversone, Hauser and Anton, the “Committee Members”)
The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
Amadeus II GP is the general partner of each of Amadeus A, Amadeus B, Amadeus C, Amadeus D, and Affiliates Fund. Velocity GP is the general partner of Velocity Fund. Amadeus EI GP is the general partner of Amadeus EI. Amadeus EII GP is the general partner of Amadeus EII. Each of the Amadeus Intermediate General Partners are the general partners of each of the Direct General Partners. Amadeus Limited is the manager of each of the Funds and the Direct General Partners. The directors of Amadeus Limited have delegated their voting and dispositive power with respect to the shares held by the Funds to a committee comprised of the Committee Members.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2018, a copy of which has been filed as Exhibit A to the Original Schedule 13G, pursuant to which the Reporting Persons have agreed to file the Statement and all amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
| CUSIP #34553D101 | Page 23 of 26 |
ITEM 4. OWNERSHIP
The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons are based upon 42,862,220 shares of Common Stock outstanding as of November 1, 2018 as reported on the Issuer’s Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, filed with the United States Securities and Exchange Commission on November 9, 2018.
The following information with respect to the ownership of the common stock of the Issuer by the Reporting 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.
(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.
All of the shares of the Issuer held by the Amadeus Funds were subject to a voting agreement (as described in the Issuer’s Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission (File No. 333-220767)) pursuant to which the Issuer’s Chief Executive Officer held an irrevocable proxy with, under certain circumstances, voting control over such shares. Such voting agreement terminated on September 20, 2018, the date that the Amadeus Funds in the aggregate ceased to own in excess of 10.0% of the then-outstanding shares of the Issuer’s voting capital stock.
| CUSIP #34553D101 | Page 24 of 26 |
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.
Date: February 11, 2019
| Amadeus II ‘A’ | ||
| By: Amadeus Capital Partners Limited, its Manager | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| Amadeus II ‘B’ | ||
| By: Amadeus Capital Partners Limited, its Manager | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| Amadeus II ‘C’ | ||
| By: Amadeus Capital Partners Limited, its Manager | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| Amadeus II ‘D’ GmbH & Co KG | ||
| By: Amadeus Capital Partners Limited, its Manager | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| Amadeus II Affiliates Fund L.P. | ||
| By: Amadeus Capital Partners Limited, its Manager | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| CUSIP #34553D101 | Page 25 of 26 |
| Amadeus EI L.P. | ||
| By: Amadeus Capital Partners Limited, its Manager | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| Amadeus EII L.P. | ||
| By: Amadeus Capital Partners Limited, its Manager | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| Amadeus IV Velocity Fund L.P. | ||
| By: Amadeus Capital Partners Limited, its Manager | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| Amadeus Capital Partners LTD | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| Amadeus General Partner LTD | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| Amadeus Capital GP LLP | ||
| By: Amadeus Capital Partners Limited, its Manager | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| CUSIP #34553D101 | Page 26 of 26 |
| Amadeus II General Partner LP | ||
| By: Amadeus Capital Partners Limited, its Manager | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| Amadeus IV Velocity GP LP | ||
| By: Amadeus Capital Partners Limited, its Manager | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| Amadeus EI General Partner LP | ||
| By: Amadeus Capital Partners Limited, its Manager | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| Amadeus EII General Partner LP | ||
| By: Amadeus Capital Partners Limited, its Manager | ||
| By: | /s/ Anne Glover | |
| Name: Anne Glover | ||
| Title: Director | ||
| /s/ Anne Glover | ||
| Anne Glover | ||
| /s/ Hermann Hauser | ||
| Hermann Hauser | ||
| /s/ Andrea Traversone | ||
| Andrea Traversone | ||
| /s/ Richard Anton | ||
| Richard Anton | ||
| /s/ Mikael Johnsson | ||
| Mikael Johnsson | ||