AMENDMENT NO. 3 TO SCHEDULE 13D

0001193125-19-227993.txt : 20190823 0001193125-19-227993.hdr.sgml : 20190823 20190823165211 ACCESSION NUMBER: 0001193125-19-227993 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190823 DATE AS OF CHANGE: 20190823 GROUP MEMBERS: ABDIEL CAPITAL ADVISORS, LP GROUP MEMBERS: ABDIEL CAPITAL MANAGEMENT, LLC GROUP MEMBERS: ABDIEL CAPITAL, LP GROUP MEMBERS: COLIN T. MORAN 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91010 FILM NUMBER: 191049706 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 13D/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 13D/A 1 d791811dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D AMENDMENT NO. 3 TO SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

Fastly, Inc.

(Name of Issuer)

Class A Common Stock, $0.00002 par value per share

(Title of Class of Securities)

31188V100

(CUSIP Number)

Abdiel Capital

90 Park Avenue, 29^th Floor

New York, NY 10016

Attn: Colin T. Moran

Tel: (646) 496-9202

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 22, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

The information required on 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).


CUSIP No. 31188V100				Page 2 of 8 Pages


1.	NAME OF REPORTING PERSONS Abdiel Qualified Master Fund, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,782,270
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,782,270
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,782,270
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.0%(1)
14.	TYPE OF REPORTING PERSON PN

(1)	Based on 13,036,488 shares of Class A common stock, $0.00002 par value per share (the “Common Stock”), outstanding as of August 7, 2019, as reported in Fastly, Inc.’s (the “Issuer”) Quarterly Report on Form 10-Q for the period ended June 30, 2019, filed with the SEC on August 9, 2019.


CUSIP No. 31188V100				Page 3 of 8 Pages


1.	NAME OF REPORTING PERSONS Abdiel Capital, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 113,712
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 113,712
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 113,712
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9%(1)
14.	TYPE OF REPORTING PERSON PN

(1)	Based on 13,036,488 shares of Common Stock outstanding as of August 7, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, filed with the SEC on August 9, 2019.


CUSIP No. 31188V100				Page 4 of 8 Pages


1.	NAME OF REPORTING PERSONS Abdiel Capital Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,895,982(1)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,895,982(1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,895,982(1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.9%(2)
14.	TYPE OF REPORTING PERSON OO

(1)	Consists of 3,782,270 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 113,712 shares of Common Stock held by Abdiel Capital, LP.

(2)	Based on 13,036,488 shares of Common Stock outstanding as of August 7, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, filed with the SEC on August 9, 2019.


CUSIP No. 31188V100				Page 5 of 8 Pages


1.	NAME OF REPORTING PERSONS Abdiel Capital Advisors, LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,895,982(1)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,895,982(1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,895,982(1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.9%(2)
14.	TYPE OF REPORTING PERSON PN, IA

(1)	Consists of 3,782,270 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 113,712 shares of Common Stock held by Abdiel Capital, LP.

(2)	Based on 13,036,488 shares of Common Stock outstanding as of August 7, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, filed with the SEC on August 9, 2019.


CUSIP No. 31188V100				Page 6 of 8 Pages


1.	NAME OF REPORTING PERSONS Colin T. Moran I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) (VOLUNTARY)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 3,895,982(1)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 3,895,982(1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,895,982(1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.9%(2)
14.	TYPE OF REPORTING PERSON IN

(1)	Consists of 3,782,270 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 113,712 shares of Common Stock held by Abdiel Capital, LP.

(2)	Based on 13,036,488 shares of Common Stock outstanding as of August 7, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, filed with the SEC on August 9, 2019.


CUSIP No. 31188V100				Page 7 of 8 Pages

AMENDMENT NO. 3 TO SCHEDULE 13D

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Schedule 13D filed on August 5, 2019 (the “Original Schedule 13D”) as amended by Amendment No. 1 thereto on August 19, 2019 (“Amendment No. 1”) and Amendment No. 2 thereto on August 21, 2019 (“Amendment No. 2” and, together with the Original Schedule 13D and Amendment No. 1, the “Schedule 13D”), relating to the shares of Class A common stock, $0.00002 par value per share (the “Common Stock”), of Fastly, Inc. (the “Issuer”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby supplemented by adding the following:

On August 22, 2019, the Reporting Persons acquired an aggregate amount of 150,619 shares of the Common Stock for the accounts of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP for aggregate consideration of approximately $3.5 million (including commissions). The source of funds used to acquire the Common Stock was the working capital of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended by amending and restating paragraphs (a) and (b) thereof as follows:

(a) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 3.

(b) The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment No. 3 and Item 2(c) of the Schedule 13D.

Item 5(c) of the Schedule 13D is hereby supplemented by adding the following:

(c) Information with respect to all transactions in the Common Stock which were effected by the Reporting Persons since the filing of Amendment No. 2 is set forth on Exhibit D attached hereto and incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby supplemented by adding the following:

Exhibit E - Information with respect to Transactions Effected Since the Filing of Amendment No. 2*

*	Filed herewith


CUSIP No. 31188V100				Page 8 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: August 23, 2019


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

EX-99.E 2 d791811dex99e.htm EXHIBIT E EXHIBIT E

EXHIBIT E

Information with respect to Transactions Effected Since the Filing of Amendment No. 2

Except as otherwise specified, all of the below transactions in the Common Stock were traded in the ordinary course over the New York Stock Exchange.

Abdiel Capital Advisors, LP serves as the investment manager of Abdiel Qualified Master Fund, LP and effected the below transactions.


Transaction Date	Transaction Type		Amount of Securities		Price Per Share
8/22/2019		Purchase		14,531		$19.96	(1)
8/22/2019		Purchase		21,758		$20.99	(2)
8/22/2019		Purchase		20,694		$21.93	(3)
8/22/2019		Purchase		24,690		$23.16	(4)
8/22/2019		Purchase		7,474		$23.86	(5)
8/22/2019		Purchase		57,054		$24.47	(6)

Abdiel Capital Advisors, LP serves as the investment manager of Abdiel Capital, LP and effected the below transactions.


Transaction Date	Transaction Type		Amount of Securities		Price Per Share
8/22/2019		Purchase		439		$19.96	(1)
8/22/2019		Purchase		657		$20.99	(2)
8/22/2019		Purchase		625		$21.93	(3)
8/22/2019		Purchase		746		$23.16	(4)
8/22/2019		Purchase		226		$23.86	(5)
8/22/2019		Purchase		1,725		$24.47	(6)

(1)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $19.59 to $20.39. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(2)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $20.61 to $21.57. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(3)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $21.61 to $22.59. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(4)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $22.62 to $23.49. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(5)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $23.66 to $23.97. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

(6)

The price reported for the Common Stock is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.02 to $24.73. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.