Sec Form 4 Filing - Little Gary @ MULESOFT, INC - 2017-11-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Little Gary
2. Issuer Name and Ticker or Trading Symbol
MULESOFT, INC [ MULE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3200 ALPINE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2017
(Street)
PORTOLA VALLEY, CA94028
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A Common Stock 11/15/2017 C 2,107,037 A 2,107,037 I See footnote ( 2 )
Class A Common Stock 11/15/2017 J( 3 ) 2,107,037 D $ 0 0 I See footnote ( 2 )
Class A Common Stock 11/15/2017 J( 4 ) 31,861 A $ 0 31,861 I See footnote ( 5 )
Class A Common Stock 11/16/2017 S 15,931 D $ 22.008 ( 6 ) 15,930 I See footnote ( 5 )
Class A Common Stock 11/15/2017 J( 4 ) 1,769 A $ 0 1,769 I See footnote ( 7 )
Class A Common Stock 11/16/2017 S 1,769 D $ 22.008 ( 6 ) 0 I See footnote ( 7 )
Class A Common Stock 11/15/2017 J( 4 ) 1,769 A $ 0 1,769 I See footnote ( 8 )
Class A Common Stock 11/16/2017 S 1,769 D $ 22.008 ( 6 ) 0 I See footnote ( 8 )
Class A Common Stock 11/15/2017 J( 4 ) 1,769 A $ 0 1,769 I See footnote ( 9 )
Class A Common Stock 11/16/2017 S 1,769 D $ 22.008 ( 6 ) 0 I See footnote ( 9 )
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
Class B Common Stock ( 10 ) ( 10 ) 11/15/2017 C 2,107,037 ( 10 ) ( 10 ) Class A Common Stock 2,107,037 ( 1 ) 6,321,113 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Little Gary
3200 ALPINE ROAD
PORTOLA VALLEY, CA94028
X
Signatures
/s/ Aref Wardak, Attorney-in-Fact 11/17/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction involves the conversion of Class B Common Stock to Class A Common Stock on a 1:1 basis for no additional consideration.
( 2 )The shares are held of record by Morgenthaler Partners VIII, L.P. ("Morgenthaler Partners"). Morgenthaler Management Partners VIII, LLC ("Morgenthaler Management") is the sole general partner of Morgenthaler Partners. As a member of Morgenthaler Management, the Reporting Person shares voting and dispositive power with respect to the shares held of record by Morgenthaler Partners. Morgenthaler Management and the Reporting Person disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.
( 3 )Represents a pro-rata, in-kind distribution by Morgenthaler Partners without additional consideration, to its partners. Morgenthaler Partners distributed an aggregate of 1,657,150 shares to its limited partners on a pro rata basis and 449,887 shares to its general partner, Morgenthaler Management. Morgenthaler Management subsequently distributed 449,887 shares on a pro rata basis for no additional consideration to its members and assignees.
( 4 )Represents the receipt of shares of Class A Common Stock of the Issuer by virtue of the pro rata in-kind distribution by Morgenthaler Partners to Morgenthaler Management and the subsequent pro rata in-kind distribution to its members and assignees, including the trusts associated with the Reporting Person and his family members.
( 5 )Shares are held by The Little 1995 Family Trust, for which the Reporting Person is trustee.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.60 to $22.35, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
( 7 )Shares are held by The Scott M. Little Exempt Trust whose trustee is an immediate family member of the Reporting Person but does not share a household with the Reporting Person and in which the Reporting Person may be deemed to have indirect pecuniary interest.
( 8 )Shares are held by The Christine C. Little Exempt Trust whose trustee is an immediate family member of the Reporting Person but does not share a household with the Reporting Person and in which the Reporting Person may be deemed to have indirect pecuniary interest.
( 9 )Shares are held by The Allison F. Little Exempt Trust whose trustee is an immediate family member of the Reporting Person but does not share a household with the Reporting Person and in which the Reporting Person may be deemed to have indirect pecuniary interest.
( 10 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

Remarks:
This Form 4 is one of two Form 4s filed on the date hereof in respect of these shares. The Reporting Persons for the other Form 4 are Morganthaler Partners VIII, LP and Morgenthaler Management Partners VIII, LLC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.