X0306 4 2018-05-25 0 0001666134 BLACKLINE, INC. BL 0001463527 SLTA Sumeru (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001418226 Silver Lake Group, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001463521 Silver Lake Technology Associates Sumeru, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001410377 Silver Lake Sumeru Fund LP C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001463520 Silver Lake Technology Investors Sumeru, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 Common Stock 2018-05-25 4 S 0 3468136 40.05 D 4048612 I Held through Silver Lake Sumeru Fund, L.P. Common Stock 2018-05-25 4 S 0 31864 40.05 D 35261 I Held through Silver Lake Technology Investors Sumeru, L.P. Common Stock 2018-05-25 4 J 0 100000 D 3948612 I Held through Silver Lake Sumeru Fund, L.P. Common Stock 2018-05-25 4 J 0 100000 A 100000 I Held through Silver Lake Technology Associates Sumeru, L.P. Represents shares of BlackLine, Inc.'s (the "Issuer") Common Stock sold in an underwritten secondary offering. Represents the sale price to the underwriter in the secondary offering of $40.05 per share. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA Sumeru (GP), L.L.C. ("SLTA"), which is the general partner of Silver Lake Technology Associates Sumeru, L.P. ("SLT LP"), which is the general partner of Silver Lake Sumeru Fund, L.P. ("SLSF"), which directly holds these shares of Common Stock. SLG is the managing member of SLTA, which is the general partner of SLT LP, which is the general partner of Silver Lake Technology Investors Sumeru, L.P. ("SLTI", and collectively with SLG, SLTA, SLT LP and SLSF, the "Reporting Persons"), which directly holds these shares of Common Stock. As the general partner of each of SLSF and SLTI, SLT LP may be deemed to share voting and dispositive power with respect to the Common Stock directly held by SLSF and SLTI (the "Silver Lake Sumeru Shares"). As the general partner of SLT LP, SLTA may be deemed to share voting and dispositive power with respect to the Silver Lake Sumeru Shares. As the managing member of SLTA, SLG may be deemed to share voting and dispositive power with respect to the Silver Lake Sumeru Shares. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. Represents a distribution by SLSF of shares of Common Stock of the Issuer to its general partner, SLT LP. These shares are subject to a 45-day lock-up from the date of the underwritten secondary offering. SLT LP directly holds these shares of Common Stock (the "SLT LP Shares"). As the general partner of SLT LP, SLTA may be deemed to share voting and dispositive power with respect to the SLT LP Shares. As the managing member of SLTA, SLG may be deemed to share voting and dispositive power with respect to the SLT LP Shares. Pursuant to the Stockholders Agreement, dated as of October 27, 2016, by and among the Issuer, SLSF, SLTI, Iconiq Strategic Partners, L.P., Therese Tucker and Mario Spanicciati, SLSF and SLTI will have the right to appoint or nominate for election to the Issuer's board of directors, as applicable, (i) seven directors of up to a 13 member board for so long as the Silver Lake Sumeru Shares constitute more than 35% of the total number of shares of the Issuer's common stock then outstanding; (ii) six directors for so long as the Silver Lake Sumeru Shares constitute 35% or less, but more than 25% of the total number of shares of the Issuer's common stock then outstanding; (iii) three directors for so long as the Silver Lake Sumeru Shares constitute 25% or less, but more than 20% of the total number of shares of the Issuer's common stock then outstanding; (iv) two directors for so long as the Silver Lake Sumeru Shares constitute 20% or less, but more than 10% of the total number of shares of the Issuer's common stock then outstanding; and (v) one director for so long as the Silver Lake Sumeru Shares constitute 10% or less but at least 5% of the total number of shares of the Issuer's common stock then outstanding. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. /s/ Karen M. King, Managing Director of Silver Lake Group, L.L.C. 2018-05-25 /s/ Karen M. King, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA Sumeru (GP), L.L.C. 2018-05-25 /s/ Karen M. King, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA Sumeru (GP), L.L.C., general partner of Silver Lake Technology Associates Sumeru, L.P. 2018-05-25 /s/ Karen M. King, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA Sumeru (GP), L.L.C., general partner of Silver Lake Technology Associates Sumeru, L.P., general partner of Silver Lake Sumeru Fund, L.P. 2018-05-25 /s/ Karen M. King, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA Sumeru (GP), L.L.C., general partner of Silver Lake Technology Associates Sumeru, L.P., general partner of Silver Lake Technology Investors Sumeru, L.P. 2018-05-25