0001193125-20-038082.txt : 20200214 0001193125-20-038082.hdr.sgml : 20200214 20200214155505 ACCESSION NUMBER: 0001193125-20-038082 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 GROUP MEMBERS: AMPLIFY GP PARTNERS, LLC GROUP MEMBERS: AP OPPORTUNITY FUND, LLC GROUP MEMBERS: SUNIL DHALIWAL 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-91010 FILM NUMBER: 20619040 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: Amplify Partners, L.P. CENTRAL INDEX KEY: 0001562623 IRS NUMBER: 461278623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O SUNIL DHALIWAL STREET 2: 32 BOWDOIN STREET CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 617-834-3512 MAIL ADDRESS: STREET 1: C/O SUNIL DHALIWAL STREET 2: 32 BOWDOIN STREET CITY: CAMBRIDGE STATE: MA ZIP: 02138 SC 13G 1 d886939dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1 (b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

 

 

Fastly, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

31188V100

(CUSIP Number)

December 31, 2019

(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)

 

  ☐

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 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    13  G    Page 2 of 9 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Amplify Partners, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒  (1)

 

  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

 

5,298,407 (2)

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,298,407 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,298,407 (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.9% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(1)

This Schedule 13G is filed by Amplify Partners, L.P. (“Amplify”), Amplify GP Partners, LLC (“Amplify GP”), AP Opportunity Fund, LLC (“AP Opportunity”) and Sunil Dhaliwal (“Dhaliwal”) (together, the “Reporting Persons”). Amplify GP serves as the general partner of Amplify and AP Opportunity; and Amplify GP may be deemed to own beneficially the shares held by each of Amplify and AP Opportunity. Dhaliwal is a managing member of Amplify GP and may be deemed to beneficially own the shares held by Amplify and AP Opportunity. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 5,298,407 shares of Class B Common Stock held by Amplify). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 5.7%.

(3)

The following percentages are based on 39,374,444 shares of Class A Common Stock and 54,280,132 shares of Class B Common Stock outstanding as of November 6, 2019 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.

CUSIP NO. 31188V100    13  G    Page 3 of 9 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Amplify GP Partners, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒  (1)

 

  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

 

6,733,705 (2)

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

6,733,705 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,733,705 (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.6% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1)

This Schedule 13G is filed by Amplify Partners, L.P. (“Amplify”), Amplify GP Partners, LLC (“Amplify GP”), AP Opportunity Fund, LLC (“AP Opportunity”) and Sunil Dhaliwal (“Dhaliwal”) (together, the “Reporting Persons”). Amplify GP serves as the general partner of Amplify and AP Opportunity; and Amplify GP may be deemed to own beneficially the shares held by each of Amplify and AP Opportunity. Dhaliwal is a managing member of Amplify GP and may be deemed to beneficially own the shares held by Amplify and AP Opportunity. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 6,733,705 shares of Class B Common Stock held by Amplify GP). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.2%.

(3)

The following percentages are based on 39,374,444 shares of Class A Common Stock and 54,280,132 shares of Class B Common Stock outstanding as of November 6, 2019 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.

CUSIP NO. 31188V100    13  G    Page 4 of 9 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

AP Opportunity Fund, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒  (1)

 

  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

 

1,435,298

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,435,298

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,435,298

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.5% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1)

This Schedule 13G is filed by Amplify Partners, L.P. (“Amplify”), Amplify GP Partners, LLC (“Amplify GP”), AP Opportunity Fund, LLC (“AP Opportunity”) and Sunil Dhaliwal (“Dhaliwal”) (together, the “Reporting Persons”). Amplify GP serves as the general partner of Amplify and AP Opportunity; and Amplify GP may be deemed to own beneficially the shares held by each of Amplify and AP Opportunity. Dhaliwal is a managing member of Amplify GP and may be deemed to beneficially own the shares held by Amplify and AP Opportunity. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 1,435,298 shares of Class B Common Stock held by AP Opportunity). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 1.5%.

(3)

The following percentages are based on 39,374,444 shares of Class A Common Stock and 54,280,132 shares of Class B Common Stock outstanding as of November 6, 2019 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.

CUSIP NO. 31188V100    13  G    Page 5 of 9 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Sunil Dhaliwal

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒  (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5                

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

6,733,705 (2)

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

6,733,705 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,733,705 (2)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.6% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1)

This Schedule 13G is filed by Amplify Partners, L.P. (“Amplify”), Amplify GP Partners, LLC (“Amplify GP”), AP Opportunity Fund, LLC (“AP Opportunity”) and Sunil Dhaliwal (“Dhaliwal”) (together, the “Reporting Persons”). Amplify GP serves as the general partner of Amplify and AP Opportunity; and Amplify GP may be deemed to own beneficially the shares held by each of Amplify and AP Opportunity. Dhaliwal is a managing member of Amplify GP and may be deemed to beneficially own the shares held by Amplify and AP Opportunity. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 6,733,705 shares of Class B Common Stock held by Dhaliwal). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.2%.

(3)

The following percentages are based on 39,374,444 shares of Class A Common Stock and 54,280,132 shares of Class B Common Stock outstanding as of November 6, 2019 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.

CUSIP NO. 31188V100    13  G    Page 6 of 9 Pages

 

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Class A Common Stock (“Common Stock”), of Fastly, Inc. (the “Issuer”).

 

Item 1(a)

Name of Issuer:

Fastly, Inc. (the “Issuer”)

 

Item 1(b)

Address of Issuer’s principal executive offices:

Fastly, Inc.

475 Brannan Street, Suite 300

San Francisco, CA 94107

 

Items 2(a)

Name of Reporting Persons filing:

Amplify Partners, L.P. (“Amplify”)

Amplify GP Partners, LLC (“Amplify GP”)

AP Opportunity Fund, LLC (“AP Opportunity”)

Sunil Dhaliwal (“Dhaliwal”)

 

Item 2(b)

Address or principal business office or, if none, residence:

The address of the principal business office of Amplify, Amplify GP, AP Opportunity and Dhaliwal, is c/o Amplify Partners, 800 Menlo Ave., Suite 220, Menlo Park, CA 94025.

 

Item 2(c)

Citizenship:

 

Name

     

Citizenship or Place of Organization

Amplify

     

Delaware

Amplify GP

     

Delaware

AP Opportunity

     

Delaware

Dhaliwal

     

United States of America

 

Item 2(d)

Title of class of securities:

Class A Common Stock

 

Item 2(e)

CUSIP No.:

31188V100

 

Item 3

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

Not applicable.

 

Item 4

Ownership

The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.

CUSIP NO. 31188V100    13  G    Page 7 of 9 Pages

 

Reporting Persons

    Shares of
Common Stock
Held Directly		      Sole Voting
Power		      Shared Voting
Power		      Sole Dispositive
Power		      Shared Dispositive
Power		      Beneficial
Ownership		      Percentage
of Class (1)		  

Amplify(2)(3)

      5,298,407        0        5,298,407        0        5,298,407        5,298,407        11.9 % 

Amplify GP(2)(3)

      0        0        6,733,705        0        6,733,705        6,733,705        14.6 % 

AP Opportunity(2)(3)

      1,435,298        0        1,435,298        0        1,435,298        1,435,298        3.5 % 

Dhaliwal(2)(3)

      0        0        6,733,705        0        6,733,705        6,733,705        14.6 % 

 

  (1)

The following percentages are based on 39,374,444 shares of Class A Common Stock and 54,280,132 shares of Class B Common Stock outstanding as of November 6, 2019 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2019, filed with the Securities and Exchange Commission on November 8, 2019.

 

  (2)

Amplify owns 5,298,407 shares of the Class B Common Stock. AP Opportunity owns 1,435,298 shares of the Class B Common Stock. Amplify GP serves as the general partner of Amplify and AP Opportunity, and Amplify GP may be deemed to own beneficially the shares held by Amplify and AP Opportunity. Dhaliwal is a managing member of Amplify GP and may be deemed to beneficially own the shares held by Amplify and AP Opportunity.

 

  (3)

The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

Item 5

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☐

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☐

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

 

Item 8

Identification and Classification of Members of the Group

Not applicable.

 

Item 9

Notice of Dissolution of Group

Not applicable.

 

Item 10

Certifications

Not applicable.

CUSIP NO. 31188V100    13  G    Page 8 of 9 Pages

 

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.

 

Dated:     February 13, 2020
AMPLIFY PARTNERS, L.P.
BY:   AMPLIFY GP PARTNERS, LLC
ITS:   GENERAL PARTNER
By:   /s  Sunil Dhaliwal
  Managing Member
AP OPPORTUNITY FUND, LLC
BY:   AMPLIFY GP PARTNERS, LLC
ITS:   GENERAL PARTNER
By:   /s  Sunil Dhaliwal
  Managing Member
AMPLIFY GP PARTNERS, LLC
By:   /s  Sunil Dhaliwal
  Managing Member

               /s  Sunil Dhaliwal

Sunil Dhaliwal

CUSIP NO. 31188V100    13  G    Page 9 of 9 Pages

 

Exhibit(s):

 

Exhibit 99.1:    Joint Filing Statement
 EX-99.1 2 d886939dex991.htm EX-99.1 EX-99.1
CUSIP No. 31188V100    13G    Exhibit 99.1

 

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Class A Common Stock of Fastly, Inc.

 

Dated:     February 13, 2020
AMPLIFY PARTNERS, L.P.
BY:   AMPLIFY GP PARTNERS, LLC
ITS:   GENERAL PARTNER
By:   /s  Sunil Dhaliwal
  Managing Member
AP OPPORTUNITY FUND, LLC
BY:   AMPLIFY GP PARTNERS, LLC
ITS:   GENERAL PARTNER
By:   /s  Sunil Dhaliwal
  Managing Member
AMPLIFY GP PARTNERS, LLC
By:   /s  Sunil Dhaliwal
  Managing Member

               /s  Sunil Dhaliwal

Sunil Dhaliwal