0000904454-20-000275.txt : 20200302 0000904454-20-000275.hdr.sgml : 20200302 20200302172951 ACCESSION NUMBER: 0000904454-20-000275 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200302 DATE AS OF CHANGE: 20200302 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fastly, Inc. CENTRAL INDEX KEY: 0001517413 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 275411834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91010 FILM NUMBER: 20678572 BUSINESS ADDRESS: STREET 1: 475 BRANNAN STREET 2: SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-525-3481 MAIL ADDRESS: STREET 1: 475 BRANNAN STREET 2: SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: Skycache, Inc.(DE) DATE OF NAME CHANGE: 20110405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abdiel Qualified Master Fund LP CENTRAL INDEX KEY: 0001508239 IRS NUMBER: 208096029 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: SUITE 530 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-496-9351 MAIL ADDRESS: STREET 1: 89 NEXUS WAY CITY: CAMANA BAY STATE: E9 ZIP: KY1-9007 SC 13G/A 1 s13ga_030220-fastly.htm SCHEDULE 13G-A FOR FASTLY, INC. BY ABDIEL QUALIFIED MASTER FUND, LP

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 
Fastly, Inc.
(Name of Issuer)
 
Class A Common Stock
(Title of Class of Securities)
 
31188V100
(CUSIP Number)
 
February 28, 2020
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)
 
[X]   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 the disclosures provided in a prior cover page.
The information required in 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).






1





1
Name of Reporting Person:

Abdiel Qualified Master Fund, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]

  
3
SEC USE ONLY
 

  
4
Citizenship or Place of Organization

Cayman Islands

  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER

0
6
SHARED VOTING POWER

6,692,251
 
7
SOLE  DISPOSITIVE POWER

0
8
SHARED DISPOSITIVE POWER

6,692,251
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
 
6,692,251
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.7 %  *
 
12
TYPE OF REPORTING PERSON

PN
 

* Based on 62,550,110 shares of Class A Common Stock outstanding as of February 21, 2020, as provided by the Issuer to the Reporting Persons on February 25, 2020.





2





1
Names of Reporting Person:

Abdiel Capital, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]

  
3
SEC USE ONLY
 

  
4
Citizenship or Place of Organization

Delaware

  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER

0
6
SHARED VOTING POWER

204,799
 
7
SOLE  DISPOSITIVE POWER

0
8
SHARED DISPOSITIVE POWER

204,799
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED

204,799
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.3 % *
 
12
TYPE OF REPORTING PERSON

PN
 

* Based on 62,550,110 shares of Class A Common Stock outstanding as of February 21, 2020, as provided by the Issuer to the Reporting Persons on February 25, 2020.





3





1
Names of Reporting Person:

Abdiel Capital Management, LLC
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]

  
3
SEC USE ONLY

 
  
4
Citizenship or Place of Organization

Delaware

  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER

0
6
SHARED VOTING POWER

6,897,050 *
7
SOLE  DISPOSITIVE POWER

0
8
SHARED DISPOSITIVE POWER

6,897,050 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED

6,897,050 *
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.0% **
 
12
TYPE OF REPORTING PERSON

OO
 

* Consists of 6,692,251 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 204,799 shares of Common Stock held by Abdiel Capital, LP.
** Based on 62,550,110 shares of Class A Common Stock outstanding as of February 21, 2020, as provided by the Issuer to the Reporting Persons on February 25, 2020.





4





1
Names of Reporting Person:

Abdiel Capital Advisors, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]

  
3
SEC USE ONLY

 
  
4
Citizenship or Place of Organization

Delaware

  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER

0
6
SHARED VOTING POWER

6,897,050 *
 
7
SOLE  DISPOSITIVE POWER

0
8
SHARED DISPOSITIVE POWER

6,897,050 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED

6,897,050 *
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.0% **
 
12
TYPE OF REPORTING PERSON

PN, IA
 

* Consists of 6,692,251 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 204,799 shares of Common Stock held by Abdiel Capital, LP.
** Based on 62,550,110 shares of Class A Common Stock outstanding as of February 21, 2020, as provided by the Issuer to the Reporting Persons on February 25, 2020.





5





1
Names of Reporting Person:

Colin T. Moran
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]

  
3
SEC USE ONLY

 
  
4
Citizenship or Place of Organization

United States

  
f
5
SOLE VOTING POWER

0
6
SHARED VOTING POWER

6,897,050 *

 
7
SOLE  DISPOSITIVE POWER

0
8
SHARED DISPOSITIVE POWER

6,897,050 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED

6,897,050 *
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.0% **
 
12
TYPE OF REPORTING PERSON

IN
 

* Consists of 6,692,251 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 204,799 shares of Common Stock held by Abdiel Capital, LP.
** Based on 62,550,110 shares of Class A Common Stock outstanding as of February 21, 2020, as provided by the Issuer to the Reporting Persons on February 25, 2020.

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AMENDMENT NO. 2 TO SCHEDULE 13G

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on November 13, 2019 and Amendment No. 1 thereto filed on February 14, 2020 (as so amended, the “Schedule 13G”).  Terms defined in the Schedule 13G are used herein as so defined.
The following Item of the Schedule 13G is hereby amended and restated as follows:
Item 4
Ownership:
 
(a) through (c):
 
The information requested herein is incorporated by reference to the cover pages to this Amendment No. 2 to Schedule 13G.
 
Abdiel Capital Management, LLC and Abdiel Capital Advisors, LP serve as the general partner and the investment manager, respectively, of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP.  Colin T. Moran serves as managing member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which serves as the general partner of Abdiel Capital Advisors, LP.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.






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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:  March 2, 2020

ABDIEL QUALIFIED MASTER FUND, LP
 
 
 
 
By:
Abdiel Capital Management, LLC,
 
 
its General Partner
 
 
 
 
By:
/s/ Colin T. Moran
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
ABDIEL CAPITAL, LP
 
 
 
 
By:
Abdiel Capital Management, LLC,
 
 
its General Partner
 
 
 
 
By:
/s/ Colin T. Moran
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
ABDIEL CAPITAL MANAGEMENT, LLC
 
 
 
 
By:
/s/ Colin T. Moran
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
ABDIEL CAPITAL ADVISORS, LP
 
 
 
 
By:
Abdiel Capital Partners, LLC,
 
 
its General Partner
 
 
 
 
By:
/s/ Colin T. Moran
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
COLIN T. MORAN
 
 
 
 
By:
/s/ Colin T. Moran
 
 
Colin T. Moran, Individually
 
 
 
 






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