X0306 4 2019-11-07 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 CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Common Stock 2019-11-07 4 J 0 729805 D 729805 D Common Stock 2019-11-07 4 J 0 183167 D 183166 D Common Stock 2019-11-07 4 J 0 229246 D 229245 D Common Stock 2019-11-07 4 J 0 33077 D 33076 D Common Stock 1175292 I See Footnote Common Stock 223884 D ICONIQ Strategic Partners, L.P. ("ICONIQ") distributed on November 7, 2019, for no consideration, 729,805 shares of Common Stock of the Issuer (the "ICONIQ Shares") to its limited partners and to ICONIQ Strategic Partners GP, L.P. ("ICONIQ GP"), the general partner of ICONIQ, representing each such partner's pro rata interest in such ICONIQ Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ Shares it received in the distribution by ICONIQ to its partners, representing each such partner's pro rata interest in such ICONIQ Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. ICONIQ Strategic Partners-B, L.P. ("ICONIQ B") distributed on November 7, 2019, for no consideration, 183,167 shares of Common Stock of the Issuer (the "ICONIQ B Shares") to its limited partners and to ICONIQ GP, the general partner of ICONIQ B, representing each such partner's pro rata interest in such ICONIQ B Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ B Shares it received in the distribution by ICONIQ B to its partners, representing each such partner's pro rata interest in such ICONIQ B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. ICONIQ Strategic Partners Co-Invest, L.P., BL Series ("ICONIQ BL") distributed on November 7, 2019, for no consideration, 229,246 shares of Common Stock of the Issuer (the "ICONIQ BL Shares") to its limited partners and to ICONIQ GP, the general partner of ICONIQ BL, representing each such partner's pro rata interest in such ICONIQ BL Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ BL Shares it received in the distribution by ICONIQ BL to its partners, representing each such partner's pro rata interest in such ICONIQ BL Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. ICONIQ Strategic Partners Co-Invest, L.P., BL2 Series ("ICONIQ BL2") distributed on November 7, 2019, for no consideration, 33,077 shares of Common Stock of the Issuer (the "ICONIQ BL2 Shares") to its limited partners and to ICONIQ GP, the general partner of ICONIQ BL2, representing each such partner's pro rata interest in such ICONIQ BL2 Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ BL2 Shares it received in the distribution by ICONIQ BL2 to its partners, representing each such partner's pro rata interest in such ICONIQ BL2 Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. ICONIQ is the direct owner of these securities. ICONIQ B is the direct owner of these securities. ICONIQ BL is the direct owner of these securities. ICONIQ BL2 is the direct owner of these securities. 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 (729,805), ICONIQ B (183,166), ICONIQ BL (229,245), and ICONIQ BL2 (33,076) 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. Includes ICONIQ Shares, ICONIQ B Shares, ICONIQ BL Shares and ICONIQ BL2 Shares received in the distributions described in footnotes (1), (2), (3) and (4) above. The Funds are party to a Stockholders' Agreement, dated as of October 27, 2016 (the "Stockholders' Agreement"), by and among entities affiliated with each of Silver Lake Sumeru Fund, L.P., Silver Lake Technology Investors Sumeru, L.P., Therese Tucker and Mario Spanicciati (collectively, the "Other Stockholders") and the Company. By virtue of being a party to the Stockholders' Agreement, each of the Funds may be deemed to be members of a "group", as defined in Rule 13d-5 of the Exchange Act, with the Other Stockholders and/or certain of their affiliates. This report does not include any shares of the Common Stock owned by the Other Stockholders, and each of the Funds and the other reporting persons on this report disclaims beneficial ownership of all such shares for all purposes. 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 2019-11-12 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 2019-11-12 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 2019-11-12 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 2019-11-12 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 2019-11-12 ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President /s/ Kevin Foster 2019-11-12 Divesh Makan /s/ Divesh Makan 2019-11-12