FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MULESOFT, INC [ MULE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/17/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 03/17/2017 | P | 500,000 | A | $17 | 500,000 | I | See Footnotes(1)(2) | ||
Class A Common Stock | 03/17/2017 | P | 203,082 | A | $25.06 | 703,082 | I | See Fotonotes(1)(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series G Convertible Preferred Stock | (3) | 03/17/2017 | C | 890,689 | (3) | (3) | Class B Common Stock | 890,689 | (3) | 0 | I | See Footnotes(1)(2) | |||
Class B Common Stock | (4) | 03/17/2017 | C | 890,689 | (4) | (4) | Class A Common Stock | 890,689 | (4) | 890,689 | I | See Footnotes(1)(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. As of March 17, 2017, (a) 890,689 shares of Class B Common Stock of the Issuer were directly held by Brookside Capital Partners Fund, L.P. ("Partners Fund"), whose general partner is Brookside Capital Investors, L.P. ("Investors"), and (b) 703,082 shares of Class A Common Stock of the Issuer were held directly by Brookside Capital Trading Fund, L.P. ("Trading Fund"), whose general partner is Brookside Capital Investors II, L.P. ("Investors II"). Bain Capital Public Equity Management, LLC ("BCPEM") is the general partner of Investors and Investors II. |
2. As of March 17, 2017, BCPEM may be deemed to share beneficial ownership of all 890,689 shares of Class B Common Stock held of record by Partners Fund and the 703,082 shares of Class A Common Stock held of record by Trading Fund, but disclaims beneficial ownership of such shares, except to the extent of its respective pecuniary interest therein. |
3. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series G Preferred Stock converted into shares of Class B Common Stock on a 1:1 basis and have no expiration date. |
4. Each share of Common Stock was reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock. Upon the closing of the Issuer's initial public offering, the Class B Common Stock will become convertible at the holder's election into Class A Common Stock on a 1-for-1 basis and have no expiration date. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain transfers described in the Issuer's certificate of incorporation. |
Bain Capital Public Equity Management, LLC, by /s/ Ranesh Ramanathan, Managing Director and General Counsel | 03/30/2017 | |
Brookside Capital Partners Fund, L.P., by Brookside Capital Investors, L.P., its general partner, by Bain Capital Public Equity Management, LLC, its general partner, by /s/ Ranesh Ramanathan, Managing Director and General Counsel | 03/30/2017 | |
Brookside Capital Trading Fund, L.P., by Brookside Capital Investors II, L.P., its general partner, by Bain Capital Public Equity Management, LLC, its general partner, by /s/ Ranesh Ramanathan, Managing Director and General Counsel | 03/30/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |