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*
Amplify GP Partners, LLC

(Last) (First) (Middle)
800 MENLO AVENUE
SUITE 220

(Street)
MENLO PARK CA 94025

(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)
11/18/2019
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 11/18/2019 C(1) 100,000 A $0.00(1) 100,000 I See Footnote(2)
Class A Common Stock 11/18/2019 C(1) 27,090 A $0.00(1) 27,090 I See Footnote(3)
Class A Common Stock 11/18/2019 S 100,000 D $21.16(4) 0 I See Footnote(2)
Class A Common Stock 11/18/2019 S 27,090 D $21.16(4) 0 I See Footnote(3)
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
Class B Common Stock (5) 11/18/2019 C(1) 100,000 (5) (5) Class A Common Stock 100,000 $0.00 6,498,407 I See Footnote(2)
Class B Common Stock (5) 11/18/2019 C(1) 27,090 (5) (5) Class A Common Stock 27,090 $0.00 1,760,370 I See Footnote(3)
1. Name and Address of Reporting Person*
Amplify GP Partners, LLC

(Last) (First) (Middle)
800 MENLO AVENUE
SUITE 220

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Amplify Partners, L.P.

(Last) (First) (Middle)
800 MENLO AVENUE
SUITE 220

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AP Opportunity Fund LLC

(Last) (First) (Middle)
800 MENLO AVENUE
SUITE 220

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Class B Common Stock converted automatically into Class A Common Stock upon the election of the reporting person.
2. These shares are held directly by Amplify Partners, L.P. The sole general partner is Amplify GP Partners, LLC. Sunil Dhaliwal, a member of the Issuer's Board of Directors, is a managing member of Amplify GP Partners, LLC, and may be deemed to have voting and investment power with respect to these securities. Amplify GP Partners, LLC and Sunil Dhaliwal disclaim beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.
3. These shares are held directly by AP Opportunity Fund LLC. The sole general partner is Amplify GP Partners, LLC. Sunil Dhaliwal, a member of the Issuer's Board of Directors, is a managing member of Amplify GP Partners, LLC, and may be deemed to have voting and investment power with respect to these securities. Amplify GP Partners, LLC and Sunil Dhaliwal disclaim beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.15 to $21.21. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the range.
5. Each share of Class B Common Stock will convert automatically into Class A Common Stock upon any transfer except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. All outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earliest of (i) the first trading day falling nine months after the date on which the shares of Class B Common Stock represent less than 10% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock, (ii) the date specified by the vote of the holders of Class B Common Stock representing at least a majority of the outstanding shares of Class B Common Stock, or (iii) the first trading day falling ten years after the Effective Time as defined in the Issuer's amended and restated certificate of incorporation.
Remarks:
Amplify GP Partners, LLC, By: /s/ Steve Agelopoulos, Chief Financial Officer 11/20/2019
Amplify Partners, L.P., By: Amplify GP Partners, LLC, its sole general partner, By: /s/ Steve Agelopoulos, Chief Financial Officer 11/20/2019
AP Opportunity Fund LLC, By: Amplify GP Partners, LLC, its sole general partner, By: /s/ Steve Agelopoulos, Chief Financial Officer 11/20/2019
** 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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