Sec Form 4 Filing - ACCEL VIII ASSOCIATES LLC @ FORESCOUT TECHNOLOGIES, INC - 2018-03-23

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

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1. Name and Address of Reporting Person ACCEL VIII ASSOCIATES LLC 2. Issuer Name and Ticker or Trading Symbol FORESCOUT TECHNOLOGIES, INC [ FSCT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 500 UNIVERSITY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2018 (Street) PALO ALTO, CA94301 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 03/23/2018 S( 1 ) 929,881 D $ 27.637 2,773,380 I See footnote ( 2 ) Common Stock 03/23/2018 S( 1 ) 182,639 D $ 27.637 544,726 I See footnote ( 3 ) Common Stock 03/23/2018 S( 1 ) 80,515 D $ 27.637 240,139 I See footnote ( 4 ) Common Stock 25,000 I See footnote ( 5 )

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 ACCEL VIII ASSOCIATES LLC 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X ACCEL VIII LP 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X ACCEL INTERNET FUND IV LP 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X ACCEL INVESTORS 2000 LLC 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X PATTERSON ARTHUR C 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X SWARTZ JAMES R 500 UNIVERSITY AVENUE PALO ALTO, CA94301 X Signatures /s/ Tracy L. Sedlock, as attorney in fact 03/27/2018 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as attorney in fact for Accel VIII Associates LLC, the General Partner of Accel VIII L.P. 03/27/2018 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as attorney in fact for Accel VIII Associates LLC, the General Partner of Accel Internet Fund IV L.P. 03/27/2018 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as attorney in fact for Accel Investors 2000 L.L.C. 03/27/2018 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as attorney in fact for Arthur C. Patterson 03/27/2018 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as attorney in fact for James R. Swartz 03/27/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Persons sold shares to the underwriters in connection with the closing of the Issuer's follow-on public offering. The reported sale price reflects the price at which the Reporting Person sold shares to the underwriters, which is net of underwriting commissions. ( 2 )The shares are held of record by Accel VIII L.P. ("Accel VIII"). Arthur C. Patterson and James R. Swartz are the managing members of Accel VIII Associates LLC ("Accel Associates"), the general partner of Accel VIII, and share voting and dispositive power over the shares held by Accel VIII. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. ( 3 )The shares are held of record by Accel Internet Fund IV L.P. ("Fund IV"). Messrs. Patterson and Swartz are the managing members of Accel Associates, the general partner of Fund IV, and share voting and dispositive power over the shares held by Fund IV. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. ( 4 )The shares are held of record by Accel Investors 2000 L.L.C. ("Investors 2000"). Messrs. Patterson and Swartz are the managing members of Investors 2000 and share voting and dispositive power over the shares held by Investors 2000. Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. ( 5 )The shares are held directly by ACP Family Partnership L.P. Members of Arthur C. Patterson's immediate family are beneficial holders of ACP Family Partnership L.P., and the reporting person may be deemed to exercise voting and investment power over such shares.

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