X0206 3 2024-12-11 0 0001638826 ServiceTitan, Inc. TTAN 0001702932 ICONIQ Strategic Partners II GP, L.P. C/O ICONIQ CAPITAL, LLC 50 BEALE STREET, STE. 2300 SAN FRANCISCO CA 94105 false false true false 0001702831 ICONIQ Strategic Partners II TT GP, Ltd C/O ICONIQ CAPITAL, LLC 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 false false true false 0001766963 ICONIQ Strategic Partners III GP, L.P. C/O ICONIQ CAPITAL, LLC 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 false false true false 0001788796 ICONIQ Strategic Partners III TT GP, Ltd. C/O ICONIQ CAPITAL, LLC 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 false false true false 0001825883 ICONIQ Strategic Partners V GP, L.P. C/O ICONIQ CAPITAL, LLC 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 false false true false 0001825921 ICONIQ Strategic Partners V TT GP, Ltd. C/O ICONIQ CAPITAL, LLC 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 false false true false 0001688143 Makan Divesh C/O ICONIQ CAPITAL, LLC 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 false false true false 0001783518 Jacobson Matthew C/O ICONIQ CAPITAL, LLC 50 BEALE ST., STE. 2300 SAN FRANCISCO CA 94105 false false true false Common Stock 599982 I By ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) Common Stock 212137 I By ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series) Common Stock 1392914 I By ICONIQ Strategic Partners II, L.P. Common Stock 1090436 I By ICONIQ Strategic Partners II-B, L.P. Common Stock 62180 I By ICONIQ Strategic Partners III, L.P. Common Stock 66436 I By ICONIQ Strategic Partners III-B, L.P. Common Stock 100000 I By ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST) Common Stock 183056 I By ICONIQ Strategic Partners V, L.P. Common Stock 245497 I By ICONIQ Strategic Partners V-B, L.P. Series A-1 Preferred Stock Common Stock 344853 I By ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) Series A-1 Preferred Stock Common Stock 774277 I By ICONIQ Strategic Partners II, L.P. Series A-1 Preferred Stock Common Stock 606144 I By ICONIQ Strategic Partners II-B, L.P. Series A-1 Preferred Stock Common Stock 1287 I By ICONIQ Strategic Partners III, L.P. Series A-1 Preferred Stock Common Stock 1376 I By ICONIQ Strategic Partners III-B, L.P. Series A-1 Preferred Stock Common Stock 145345 I By ICONIQ Strategic Partners V, L.P. Series A-1 Preferred Stock Common Stock 194923 I By ICONIQ Strategic Partners V-B, L.P. Series B Preferred Stock Common Stock 1154925 I By ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) Series B Preferred Stock Common Stock 2591188 I By ICONIQ Strategic Partners II, L.P. Series B Preferred Stock Common Stock 2028510 I By ICONIQ Strategic Partners II-B, L.P. Series C Preferred Stock Common Stock 645005 I By ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series) Series C Preferred Stock Common Stock 58037 I By ICONIQ Strategic Partners II, L.P. Series C Preferred Stock Common Stock 45431 I By ICONIQ Strategic Partners II-B, L.P. Series D Preferred Stock Common Stock 281192 I By ICONIQ Strategic Partners II, L.P. Series D Preferred Stock Common Stock 220117 I By ICONIQ Strategic Partners II-B, L.P. Series D Preferred Stock Common Stock 631025 I By ICONIQ Strategic Partners III, L.P. Series D Preferred Stock Common Stock 674258 I By ICONIQ Strategic Partners III-B, L.P. Series E Preferred Stock Common Stock 216130 I By ICONIQ Strategic Partners III, L.P. Series E Preferred Stock Common Stock 230936 I By ICONIQ Strategic Partners III-B, L.P. Series F Preferred Stock Common Stock 142737 I By ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST) Series F Preferred Stock Common Stock 121939 I By ICONIQ Strategic Partners V, L.P. Series F Preferred Stock Common Stock 163534 I By ICONIQ Strategic Partners V-B, L.P. Series G Preferred Stock Common Stock 107978 I By ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST2) Series G Preferred Stock Common Stock 46122 I By ICONIQ Strategic Partners V, L.P. Series G Preferred Stock Common Stock 61854 I By ICONIQ Strategic Partners V-B, L.P. Series H-1 Preferred Stock Common Stock 20202 I By ICONIQ Strategic Partners V, L.P. Series H-1 Preferred Stock Common Stock 27094 I By ICONIQ Strategic Partners V-B, L.P. Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock shall be reclassified into one share of Class A Common Stock. ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II") is the sole general partner of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) and ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series). ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP II") is the sole general partner of ICONIQ GP II. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ GP III") is the sole general partner of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ Parent GP III") is the sole general partner of ICONIQ GP III. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ GP V") is the sole general partner of ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST) and ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST2). (continued) ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ Parent GP V") is the sole general partner of ICONIQ GP V. Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Parent GP II and ICONIQ Parent GP III and Messrs. Makan and Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Parent GP V and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by these entities. Each of ICONIQ GP II, ICONIQ Parent GP II, ICONIQ GP III, ICONIQ Parent GP III, ICONIQ GP V, ICONIQ Parent GP V and Messrs. Makan, Griffith and Jacobson 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. Each share of Series A-1 Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. Each share of Series B Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. Each share of Series C Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. Each share of Series D Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. Each share of Series E Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. Each share of Series F Preferred Stock shall automatically convert into Common Stock on an approximately 1:1.02 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. The shares of Series F Preferred Stock reported in Table II above are reported on an as-converted basis. The conversion rate is subject to adjustment as provided in the Issuer's Amended and Restated Certificate of Incorporation. Each share of Series G Preferred Stock shall automatically convert into Common Stock on an approximately 1:1.03 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. The shares of Series G Preferred Stock reported in Table II above are reported on an as-converted basis. The conversion rate is subject to adjustment as provided in the Issuer's Amended and Restated Certificate of Incorporation. Each share of Series H-1 Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. The conversion rate is subject to adjustment as provided in the Issuer's Amended and Restated Certificate of Incorporation. Due to the limitations of the SEC's electronic filing system, this Form 3 is being split into two filings to account for the number of reporting persons. In addition, William J.G. Griffith is separately filing a Form 3 reporting beneficial ownership of the securities reported herein. ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 2024-12-11 ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 2024-12-11 ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 2024-12-11 ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 2024-12-11 ICONIQ Strategic Partners V GP, L.P., ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 2024-12-11 ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster 2024-12-11 Divesh Makan, /s/ Divesh Makan 2024-12-11 Matthew Jacobson, /s/ Matthew Jacobson 2024-12-11