SEC Form 4
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*
ICONIQ STRATEGIC PARTNERS II, L.P.

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fastly, Inc. [ FSLY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 11/13/2019 S 476,777 D $21.58(1) 4,179,393 I See Footnotes(2)(3)
Class A Common Stock 11/13/2019 J(4) 1,075,279 D (4) 3,104,114 I See Footnotes(2)(3)
Class A Common Stock 11/13/2019 S 373,223 D $21.58(1) 3,271,641 I See Footnotes(3)(5)
Class A Common Stock 11/13/2019 J(6) 841,732 D (6) 2,429,909 I See Footnotes(3)(5)
Class A Common Stock 11/13/2019 J(8) 620,155 D (8) 1,240,310 I See Footnotes(3)(7)
Class A Common Stock 01/16/2020 J(9) 465,617 D (9) 2,638,497 I See Footnotes(2)(3)
Class A Common Stock 01/16/2020 J(10) 364,486 D (10) 2,065,423 I See Footnotes(3)(5)
Class A Common Stock 01/16/2020 J(11) 186,047 D (11) 1,054,263 I See Footnotes(3)(7)
Class A Common Stock 42,541 I See Footnotes(12)
Class A Common Stock 42,534 I See Footnotes(13)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
ICONIQ STRATEGIC PARTNERS II, L.P.

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ STRATEGIC PARTNERS II-B, L.P.

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners II Co-Invest, L.P., Series FT

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners II GP, L.P.

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners II TT GP, Ltd

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Griffith William J.G.

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Makan Divesh

(Last) (First) (Middle)
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.45 to $22.04. 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 this footnote.
2. These shares are held directly by ICONIQ Strategic Partners II, L.P. ("ICONIQ II"). ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP") is the general partner of ICONIQ II. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP"), is the general partner of ICONIQ GP. Divesh Makan ("Makan") and William Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP.
3. Each of ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
4. On November 13, 2019, ICONIQ II distributed, for no consideration, 1,075,279 shares of Class A Common Stock to its partners, including to its general partner, ICONIQ GP, each such partner's pro rata interest in the shares held by ICONIQ II. On the same date, ICONIQ GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ II distribution to its partners, including to its general partner, ICONIQ Parent GP, in an amount equal to each such partner's pro rata interest in such shares, and ICONIQ Parent GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ GP distribution to its partners in an amount equal to each such partner's pro rata interest in such shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act. ICONIQ II is the direct owner of these securities.
5. These shares are held directly by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B"). ICONIQ GP is the general partner of ICONIQ II-B.
6. On November 13, 2019, ICONIQ II-B distributed, for no consideration, 841,732 shares of Class A Common Stock to its partners, including to its general partner, ICONIQ GP, each such partner's pro rata interest in the shares held by ICONIQ II-B. On the same date, ICONIQ GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ II-B distribution to its partners, including its general partner, ICONIQ Parent GP, in an amount equal to each such partner's pro rata interest in such shares, and ICONIQ Parent GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ GP distribution to its partners in an amount equal to each such partner's pro rata interest in such shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act.
7. These shares are held directly by ICONIQ Strategic Partners II Co-Invest, L.P., Series FT ("ICONIQ II Series FT"). ICONIQ GP is the general partner of ICONIQ II Series FT.
8. On November 13, 2019, ICONIQ II Series FT distributed, for no consideration, 620,155 shares of Class A Common Stock to its partners, including to its general partner, ICONIQ GP, each such partner's pro rata interest in the shares held by ICONIQ II Series FT. On the same date, ICONIQ GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ II Series FT distribution to its partners, including its general partner, ICONIQ Parent GP, in an amount equal to each such partner's pro rata interest in such shares, and ICONIQ Parent GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ GP distribution to its partners in an amount equal to each such partner's pro rata interest in such shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act.
9. On January 16, 2020, ICONIQ II distributed, for no consideration, 465,617 shares of Class A Common Stock to its partners, including to its general partner, ICONIQ GP, each such partner's pro rata interest in the shares held by ICONIQ II. On the same date, ICONIQ GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ II distribution to its partners, including to its general partner, ICONIQ Parent GP, in an amount equal to each such partner's pro rata interest in such shares, and ICONIQ Parent GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ GP distribution to its partners in an amount equal to each such partner's pro rata interest in such shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act.
10. On January 16, 2020, ICONIQ II-B distributed, for no consideration, 364,486 shares of Class A Common Stock to its partners, including to its general partner, ICONIQ GP, each such partner's pro rata interest in the shares held by ICONIQ II-B. On the same date, ICONIQ GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ II-B distribution to its partners, including its general partner, ICONIQ Parent GP, in an amount equal to each such partner's pro rata interest in such shares, and ICONIQ Parent GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ GP distribution to its partners in an amount equal to each such partner's pro rata interest in such shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act.
11. On January 16, 2020, ICONIQ II Series FT distributed, for no consideration, 186,047 shares of Class A Common Stock to its partners, including to its general partner, ICONIQ GP, each such partner's pro rata interest in the shares held by ICONIQ II Series FT. On the same date, ICONIQ GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ II Series FT distribution to its partners, including its general partner, ICONIQ Parent GP, in an amount equal to each such partner's pro rata interest in such shares, and ICONIQ Parent GP distributed, for no consideration, the shares of Class A Common Stock it received from the ICONIQ GP distribution to its partners in an amount equal to each such partner's pro rata interest in such shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Exchange Act.
12. Includes shares received in the distributions referred to in footnotes (4), (6), (8), (9), (10) and (11) above. These shares are held by the Griffith Family 2004 Trust and the Griffith Descendants 2015 Trust. Griffith disclaims Section 16 beneficial ownership of the securities held by each such trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Griffith is the beneficial owner of such securities for Section 16 or any other purpose.
13. Includes shares received in the distributions referred to in footnotes (4), (6), (8), (9), (10) and (11) above. These shares are held by the Makan Family Trust and the Legacy Trust. Makan disclaims Section 16 beneficial ownership of the securities held by each such trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Makan is the beneficial owner of such securities for Section 16 or any other purpose.
Remarks:
ICONIQ Strategic Partners II, L.P., by ICONIQ Strategic Partners II GP, L.P., its General Partner, by ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster 03/19/2020
ICONIQ Strategic Partners II-B, L.P., by ICONIQ Strategic Partners II GP, L.P., its General Partner, by ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster 03/19/2020
ICONIQ Strategic Partners II Co-Invest L.P., Series FT, By: ICONIQ Strategic Partners II GP, L.P., its General Partner, By: ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, By: /s/Kevin Foster 03/19/2020
ICONIQ Strategic Partners II GP, L.P., by ICONIQ Strategic Partners II TT GP, Ltd., its General Partner, /s/ Kevin Foster 03/19/2020
ICONIQ Strategic Partners II TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 03/19/2020
/s/ William J.G. Griffith 03/19/2020
/s/ Divesh Makan 03/19/2020
** 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).
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