0001104659-18-030371.txt : 20180503 0001104659-18-030371.hdr.sgml : 20180503 20180503214818 ACCESSION NUMBER: 0001104659-18-030371 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180503 FILED AS OF DATE: 20180503 DATE AS OF CHANGE: 20180503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fagnan Jeff CENTRAL INDEX KEY: 0001452366 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38478 FILM NUMBER: 18805875 MAIL ADDRESS: STREET 1: 890 WINTER STREET STREET 2: SUITE 320 CITY: WALTHAM STATE: MA ZIP: 02451 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Carbon Black, Inc. CENTRAL INDEX KEY: 0001366527 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 550810166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 WINTER ST. CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 617-393-7400 MAIL ADDRESS: STREET 1: 1100 WINTER ST. CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: BIT9, INC. DATE OF NAME CHANGE: 20110407 FORMER COMPANY: FORMER CONFORMED NAME: BIT9 INC DATE OF NAME CHANGE: 20060619 3 1 a3.xml 3 X0206 3 2018-05-03 0 0001366527 Carbon Black, Inc. CBLK 0001452366 Fagnan Jeff C/O ACCOMPLICE 25 FIRST STREET, SUITE 303 CAMBRIDGE MA 02141 1 0 0 0 Common Stock 1216453 I By Atlas Venture Fund VI, L.P. Common Stock 37199 I By Atlas Venture Entrepreneurs' Fund VI, L.P. Common Stock 22273 I By Atlas Venture Fund VI GmbH & Co. KG Common Stock 174500 I By Accomplice CB Investors, LLC Series B Convertible Preferred Stock Common Stock 3699380 I By Atlas Venture Fund VI, L.P. Series B Convertible Preferred Stock Common Stock 113129 I By Atlas Venture Entrepreneurs' Fund VI, L.P. Series B Convertible Preferred Stock Common Stock 67737 I By Atlas Venture Fund VI GmbH & Co. KG Series C Convertible Preferred Stock Common Stock 2272375 I By Atlas Venture Fund VI, L.P. Series C Convertible Preferred Stock Common Stock 69490 I By Atlas Venture Entrepreneurs' Fund VI, L.P. Series C Convertible Preferred Stock Common Stock 41608 I By Atlas Venture Fund VI GmbH & Co. KG Series D Convertible Preferred Stock Common Stock 631632 I By Atlas Venture Fund VI, L.P. Series D Convertible Preferred Stock Common Stock 19315 I By Atlas Venture Entrepreneurs' Fund VI, L.P. Series D Convertible Preferred Stock Common Stock 11565 I By Atlas Venture Fund VI GmbH & Co. KG Series E Convertible Preferred Stock Common Stock 1545391 I By Atlas Venture Fund VI, L.P. Series E Convertible Preferred Stock Common Stock 47259 I By Atlas Venture Entrepreneurs' Fund VI, L.P. Series E Convertible Preferred Stock Common Stock 28297 I By Atlas Venture Fund VI GmbH & Co. KG Series E Convertible Preferred Stock Common Stock 181273 I By Atlas Venture Fund IX, L.P. Series F Convertible Preferred Stock Common Stock 21079 I By Accom B9F Investors, LLC The shares are held directly by Atlas Venture Fund VI, L.P. ("AVF VI"). Atlas Venture Associates VI, L.P. ("AVA VI LP") is the sole general partner of AVF VI. Atlas Venture Associates VI, Inc. ("AVA VI Inc.") is the sole general partner of AVA VI LP. Mr. Fagnan is a director of AVA VI Inc. and is an investor in a limited partner of AVF VI. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares are held directly by Atlas Venture Entrepreneurs' Fund VI, L.P. ("AVEF VI"). AVA VI LP is the sole general partner of AVEF VI. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares are held directly by Atlas Venture Fund VI GmbH & Co. KG ("AVFG VI"). AVA VI LP is the managing partner of AVFG VI. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares are held directly by Accomplice CB Investors LLC ("ACBI"). Mr. Fagnan is a member of ACBI. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares are held directly by Atlas Venture Fund IX, L.P. ("AVF IX"). Atlas Venture Associates IX, L.P. ("AVA IX LP") is the general partner of AVF IX. Atlas Venture Associates IX, LLC ("AVA IX LLC") is the general partner of AVA IX LP. Mr. Fagnan is a member of AVA IX LP. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares are held directly by Accom B9F Investors, LLC ("AB9F"). Mr. Fagnan is a member of AB9F. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Each share of preferred stock is convertible into common stock on a 1-for-2 basis and has no expiration date. Upon the closing of the Issuer's initial public offering, all shares of preferred stock will automatically be converted into shares of Common Stock of the Issuer. Exhibit 24 - Power of Attorney /s/ Frank Castellucci, Attorney-in-Fact 2018-05-03 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents that the undersigned hereby constitutes and appoints each of Travis MacInnes and Frank Castellucci, or either of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)                                 prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

 

(2)                                 execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Carbon Black, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(3)                                 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, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

(4)                                 take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, 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 power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This 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 the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of May 3, 2018.

 

 

 

/s/ Jeffrey Fagnan

 

Signature

 

 

 

Jeffrey Fagnan

 

Name