X0306 4 2017-12-07 0 0001666134 BLACKLINE, INC. BL 0001575779 ICONIQ Strategic Partners, L.P. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001584545 ICONIQ Strategic Partners-B, L.P. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001585870 ICONIQ Strategic Partners Co-Invest, L.P., BL Series C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001623300 ICONIQ Strategic Partners Co-Invest, L.P., Series BL2 C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001688390 ICONIQ Strategic Partners GP, L.P. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001688389 ICONIQ Strategic Partners TT GP, Ltd. C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001688143 Makan Divesh C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Common Stock 2017-12-07 4 S 0 878973 34.07 D 4161131 D Common Stock 2017-12-07 4 S 0 220605 34.07 D 1044360 D Common Stock 2017-12-07 4 S 0 276103 34.07 D 1307091 D Common Stock 2017-12-07 4 S 0 39838 34.07 D 188594 D Common Stock 6701176 I See Footnote Common Stock 17087 D Represents shares of BlackLine, Inc.'s (the "Issuer") Common Stock sold in an underwritten secondary offering. Represents the sale price to the underwriters in the secondary offering of $34.07 per share. ICONIQ Strategic Partners, L.P. ("ICONIQ") is the direct owner of these securities. ICONIQ Strategic Partners-B, L.P. ("ICONIQ B") is the direct owner of these securities. ICONIQ Strategic Partners Co-Invest, L.P., BL Series ("ICONIQ BL") is the direct owner of these securities. ICONIQ Strategic Partners Co-Invest, L.P., BL2 Series ("ICONIQ BL2") is the direct owner of these securities. Iconiq Strategic Partners GP, L.P. ("ICONIQ GP") is the sole general partner of each of ICONIQ, ICONIQ B, ICONIQ BL and ICONIQ BL2 (collectively, the "Funds"). ICONIQ Strategic Partners TT GP, Ltd. (the "ICONIQ Parent GP") is the sole general partner of ICONIQ GP. Divesh Makan ("Makan") is an equity holder and director of ICONIQ Parent GP. Each of ICONIQ GP, ICONIQ Parent GP and Makan 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. This number represents shares held by ICONIQ (4,161,131), ICONIQ B (1,044,360), ICONIQ BL (1,307,091), and ICONIQ BL2 (188,594) respectively. Each of ICONIQ GP, ICONIQ Parent GP and Makan disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of 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. These shares are directly held by Makan through a family trust that he controls. ICONIQ Strategic Partners, L.P., by ICONIQ Strategic Partners GP, L.P., its general partner, by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 2017-12-08 ICONIQ Strategic Partners-B, L.P., by ICONIQ Strategic Partners GP, L.P., its general partner, by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 2017-12-08 ICONIQ Strategic Partners Co-Invest, L.P., BL Series, by ICONIQ Strategic Partners GP, L.P., its general partner, by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 2017-12-08 ICONIQ Strategic Partners Co-Invest, L.P., BL2 Series, by ICONIQ Strategic Partners GP, L.P., its general partner, by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 2017-12-08 ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 2017-12-08 ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 2017-12-08 Divesh Makan, /s/ Divesh Makan 2017-12-08