Sec Form 13G Filing - Insight Venture Partners VII L.P. filing for Mimecast Ltd (MIME) - 2019-02-14

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

CUSIP No. G14838109

13G

Page  2  of 17 Pages

1.		NAMES OF REPORTING PERSONS   Insight Venture Partners VII, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   98-0684335
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   2,285,476
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   2,285,476
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,285,476
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   3.8% (based on 60,349,921 Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 10-Q as filed with the SEC on February 11, 2019)
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

CUSIP No. G14838109

13G

Page  3  of 17 Pages

1.		NAMES OF REPORTING PERSONS   Insight Venture Partners (Cayman) VII, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   98-0684339
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   1,006,116
				7.		SOLE DISPOSITIVE POWER
				8.		SHARED DISPOSITIVE POWER   1,006,116
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,006,116
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   1.7% (based on 60,349,921 Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 10-Q as filed with the SEC on February 11, 2019)
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

CUSIP No. G14838109								13G		Page  4  of 17 Pages
1.		NAMES OF REPORTING PERSONS   Insight Venture Partners (Delaware) VII, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   45-1259906
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   144,564
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   144,564
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   144,564
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.2% (based on 60,349,921 Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 10-Q as filed with the SEC on February 11, 2019)
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

CUSIP No. G14838109								13G		Page  5  of 17 Pages
1.		NAMES OF REPORTING PERSONS   Insight Venture Partners VII (Co-Investors), L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   98-0684337
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   52,900
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   52,900
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   52,900
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.1% (based on 60,349,921 Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 10-Q as filed with the SEC on February 11, 2019)
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

CUSIP No. G14838109								13G		Page  6  of 17 Pages
1.		NAMES OF REPORTING PERSONS   Insight Venture Partners Coinvestment Fund II, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   27-3045818
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   2,518,696
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   2,518,696
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,518,696
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.2% (based on 60,349,921 Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 10-Q as filed with the SEC on February 11, 2019)
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

CUSIP No. G14838109								13G		Page 7 of 17 Pages
1.		NAMES OF REPORTING PERSONS   Insight Venture Associates Coinvestment II, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   27-3045724
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   2,533,348
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   2,533,348
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,533,348
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   4.2% (based on 60,349,921 Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 10-Q as filed with the SEC on February 11, 2019)
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

CUSIP No. G14838109								13G		Page 8 of 17 Pages
1.		NAMES OF REPORTING PERSONS   Insight Venture Associates VII, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   98-0682601
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   3,489,056
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   3,489,056
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,489,056
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.8% (based on 60,349,921 Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 10-Q as filed with the SEC on February 11, 2019)
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

CUSIP No. G14838109								13G		Page  9 of 17 Pages
1.		NAMES OF REPORTING PERSONS   Insight Venture Associates VII, Ltd. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   98-0682598
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   3,489,056
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   3,489,056
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,489,056
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   5.8% (based on 60,349,921 Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 10-Q as filed with the SEC on February 11, 2019)
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

CUSIP No. G14838109								13G		Page  10  of 17 Pages
1.		NAMES OF REPORTING PERSONS   Insight Holdings Group, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   35-2158588
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER   0
				6.		SHARED VOTING POWER   6,022,404
				7.		SOLE DISPOSITIVE POWER   0
				8.		SHARED DISPOSITIVE POWER   6,022,404
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,022,404
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   10.0% (based on 60,349,921 Ordinary Shares outstanding as of December 31, 2018 as reported on the Issuer’s Form 10-Q as filed with the SEC on February 11, 2019)
12.		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

Item 1(a).

Name of Issuer:

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Item 2(a).

Name of Person Filing:

Item 2(b).

Address of Principal Business Office or, if None, Residence:

Item 2(c).

Citizenship:

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:

 

(a)		☐		Broker or dealer registered under Section 15 of the Exchange Act.
(b)		☐		Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)		☐		Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d)		☐		Investment company registered under Section 8 of the Investment Company Act.
(e)		☐		An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)		☐		An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)		☐		A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)		☐		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)		☐		A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)		☐		Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Not applicable.

Item 4.

Ownership.

For IVP:

 

(a)

Amount beneficially owned: 2,285,476 Ordinary Shares

 

(b)

Percent of class: 3.8%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 2,285,476

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 2,285,476

---

For IVP Cayman:

 

(a)

Amount beneficially owned: 1,006,116 Ordinary Shares

 

(b)

Percent of class: 1.7%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(iii)

Shared power to vote or to direct the vote: 1,006,116

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(v)

Shared power to dispose or to direct the disposition of: 1,006,116

For IVP Delaware:

 

(a)

Amount beneficially owned: 144,564 Ordinary Shares

 

(b)

Percent of class: 0.2%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(iv)

Shared power to vote or to direct the vote: 144,564

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 144,564

For IVP Co-Investors:

 

(a)

Amount beneficially owned: 52,900 Ordinary Shares

 

(b)

Percent of class: 0.1%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(v)

Shared power to vote or to direct the vote: 52,900

 

(iii)

Sole power to dispose or to direct the disposition of:

 

(iv)

Shared power to dispose or to direct the disposition of: 52,900

For IVP Co-Investment Fund II:

 

(a)

Amount beneficially owned: 2,518,696 Ordinary Shares

 

(b)

Percent of class: 4.2%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(vi)

Shared power to vote or to direct the vote: 2,518,696

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 2,518,696

---

For IVP Associates Co-Investment:

 

(a)

Amount beneficially owned: 2,533,348 Ordinary Shares

 

(b)

Percent of class: 4.2%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(vii)

Shared power to vote or to direct the vote: 2,533,348

 

&#x A0;

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 2,533,348

For IVA:

 

(a)

Amount beneficially owned: 3,489,056 Ordinary Shares

 

(b)

Percent of class: 5.8%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(viii)

Shared power to vote or to direct the vote: 3,489,056

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 3,489,056

 

For IVA Ltd:

 

(a)

Amount beneficially owned: 3,489,056 Ordinary Shares

 

(b)

Percent of class: 5.8%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ix)

Shared power to vote or to direct the vote: 3,489,056

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 3,489,056

For Insight Holdings:

 

(a)

Amount beneficially owned: 6,022,404 Ordinary Shares

 

(b)

Percent of class: 10.0%

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(x)

Shared power to vote or to direct the vote: 6,022,404

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 6,022,404

---

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

As the general partner of the Insight VII Funds, IVA may be deemed to beneficially own all 3,489,056 Ordinary Shares held directly by the Insight VII Funds. As the general partner of IVA, IVA Ltd may be deemed to beneficially own all 3,489,056 Ordinary Shares held directly by the Insight VII Funds. As the general partner of IVP Co-Investment Fund II, IVP Associates Co-Investment may be deemed to beneficially own all 2,518,696 Ordinary Shares held directly by IVP Co-Investment Fund II. As the sole shareholder of IVA Ltd and general partner of IVP Associates Co-Investment, Insight Holdings may be deemed to beneficially own all 3,489,056 Ordinary Shares held directly by the Insight VII Funds, all 2,518,696 IVP Co-Investment Fund II and all 14,652 Ordinary Shares held directly by IVP Associates Co-Investment. The foregoing is not an admission by Insight Holdings, IVA, IVA Ltd or IVA Associates Co-Investment that it is the beneficial owner of any Ordinary Shares held by the Insight VII Funds, IVP Co-Investment Fund II, or IVP Associates Co-Investment, nor is it an admission by any of the Insight VII Funds, IVP Co-Investment Fund II or IVP Associates Co-Investment that it is the beneficial owner of the Ordinary Shares held by the other of the Insight VII Funds, IVP Co-Investment Fund II or IVP Associates Co-Investment.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

---

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2019

	INSIGHT HOLDINGS GROUP, LLC
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Attorney-in-Fact
	INSIGHT VENTURE PARTNERS VII, L.P.
	By:	Insight Venture Associates VII, L.P., its general partner
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.
	By:	Insight Venture Associates VII, L.P., its general partner
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P.
	By:	Insight Venture Associates VII, L.P., its general partner
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P.
	By:	Insight Venture Associates VII, L.P., its general partner
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President

[Signature Page to Schedule 13G]

---

	INSIGHT VENTURE ASSOCIATES VII, L.P.
	By:	Insight Venture Associates VII, Ltd., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE ASSOCIATES VII, LTD.
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE PARTNERS COINVESTMENT FUND II, L.P.
	By:	Insight Venture Associates Coinvestment II, L.P., its general partner
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Vice President
	INSIGHT VENTURE ASSOCIATES COINVESTMENT II, L.P.
	By:	/s/ Blair Flicker
	Name:	Blair Flicker
	Title:	Authorized Officer

[Signature Page to Schedule 13G]