Sec Form 3 Filing - Corvex Management LP @ FORESCOUT TECHNOLOGIES, INC - 2019-10-18

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Corvex Management LP 2. Issuer Name and Ticker or Trading Symbol FORESCOUT TECHNOLOGIES, INC [ FSCT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Potential Group Members (Last) (First) (Middle) 667 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/18/2019 (Street) NEW YORK, NY10065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 3,344,133 I See Footnotes ( 1 ) ( 2 ) ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Corvex Management LP 667 MADISON AVENUE NEW YORK, NY10065 Potential Group Members Meister Keith A. 667 MADISON AVENUE NEW YORK, NY10065 X Signatures CORVEX MANAGEMENT LP, /s/ Keith A. Meister, Managing Partner 10/28/2019 Signature of Reporting Person Date /s/ Keith A. Meister 10/28/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of common stock (the "Shares") of Forescout Technologies, Inc. (the "Issuer") held for the accounts of certain private investment funds for which Corvex Management LP ("Corvex") acts as investment adviser, including Corvex Master Fund LP and Corvex Select Equity Master Fund LP (collectively, the "Corvex Funds"). The general partner of Corvex is controlled by Keith Meister. ( 2 )For purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of Corvex and Mr. Meister disclaims beneficial ownership of the securities of the Issuer held directly by the Corvex Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Corvex or Mr. Meister is the beneficial owner of such securities for purposes of Section 16 or any other purpose. ( 3 )Corvex and Mr. Meister may be deemed to be members of a "group" for purposes of Section 13(d)(3) of the Exchange Act with Jericho Capital Asset Management L.P. and certain of its affiliates (the "Jericho Persons"). None of Corvex, the Corvex Funds or Mr. Meister has any pecuniary interest in any Shares beneficially owned by any of the Jericho Persons and each of Corvex, the Corvex Funds and Mr. Meister disclaims beneficial ownership of such Shares. The Jericho Persons are separately filing a Form 3. The filing of this Form 3 is being made as the collective beneficial ownership of Shares held by Corvex and Mr. Meister and the Jericho Persons (based upon the information contained in the Schedule 13D filed by the Jericho Persons) exceeds 10 percent of the outstanding Shares, and the filing of this Form 3 shall not be considered an admission that Corvex and Mr. Meister are members of a "group" with the Jericho Persons.

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