Sec Form 4 Filing - Pitango V.C. Fund III General Partner @ FORESCOUT TECHNOLOGIES, INC - 2018-03-23

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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
Pitango V.C. Fund III General Partner
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)
11 HAMENOFIM STREET, BUILDING B
3. Date of Earliest Transaction (MM/DD/YY)
03/23/2018
(Street)
HERZELIYA, L34672562
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 ) 373,209 D $ 27.637 2,153,196 I See footnote ( 2 )
Common Stock 03/23/2018 S( 1 ) 34,412 D $ 27.637 199,124 I See footnote ( 3 )
Common Stock 03/23/2018 S( 1 ) 100,916 D $ 27.637 582,218 I See footnote ( 4 )
Common Stock 03/23/2018 S( 1 ) 13,137 D $ 27.637 75,789 I See footnote ( 5 )
Common Stock 03/23/2018 S( 1 ) 51,285 D $ 27.637 294,248 I See footnote ( 6 )
Common Stock 03/23/2018 S( 1 ) 26,275 D $ 27.637 151,533 I See footnotes ( 7 ) ( 8 )
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
Pitango V.C. Fund III General Partner
11 HAMENOFIM STREET, BUILDING B
HERZELIYA, L34672562
X
Pitango Venture Capital Fund III (USA) L.P.
11 HAMENOFIM STREET, BUILDING B
HERZELIYA, L34672562
X
Pitango Venture Capital Fund III (USA) Non-Q L.P.
11 HAMENOFIM STREET, BUILDING B
HERZELIYA, L34672562
X
PITANGO VENTURE CAPITAL FUND III (ISRAELI INVESTORS) LP
11 HAMENOFIM STREET, BUILDING B
HERZELIYA, L34672562
X
Pitango Principals Fund III (USA) L.P.
11 HAMENOFIM STREET, BUILDING B
HERZELIYA, L34672562
X
Pitango Parallel Investor Fund III (USA) L.P.
11 HAMENOFIM STREET, BUILDING B
HERZELIYA, L34672562
X
Pitango Venture Capital Fund III Trusts 2000 Ltd.
11 HAMENOFIM STREET, BUILDING B
HERZELIYA, L34672562
X
Signatures
/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner 03/27/2018
Signature of Reporting Person Date
/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III (USA) L.P. 03/27/2018
Signature of Reporting Person Date
/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III (USA) Non-Q L.P. 03/27/2018
Signature of Reporting Person Date
/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III (Israeli Investors) L.P. 03/27/2018
Signature of Reporting Person Date
/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Principals Fund III (USA) L.P. 03/27/2018
Signature of Reporting Person Date
/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Parallel Investor Fund III (USA) L.P. 03/27/2018
Signature of Reporting Person Date
/s/ Rami Kalish, /s/ Rami Beracha, Managing General Partners, Pitango V.C. Fund III General Partner, the general partner of Pitango Venture Capital Fund III Trusts 2000 Ltd. 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 Persons sold shares to the underwriters, which is net of underwriting commissions.
( 2 )The shares are held of record by Pitango Venture Capital Fund III (USA) L.P. ("Fund III USA"). Pitango V.C. Fund III General Partner ("Pitango GP"), the general partner of Fund III USA, has sole voting and dispositive power with respect to the shares held by Fund III USA. The partners of Pitango GP are eight private companies that are each owned by one of the following individuals: Rami Beracha, Bruce Crocker, Isaac Hillel, Rami Kalish, a director of the Issuer, Aaron Mankovski, Chemi Peres, Isaac Shrem and Zeev Binman, respectively (the "Principals"), and share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Fund III USA except to the extent of any pecuniary interest therein.
( 3 )The shares are held of record by Pitango Venture Capital Fund III (USA) Non-Q L.P. ("Fund III USA Non-Q"). Pitango GP, the general partner of Fund III USA Non-Q, has sole voting and dispositive power with respect to the shares held by Fund III USA Non-Q. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Fund III USA Non-Q except to the extent of any pecuniary interest therein.
( 4 )The shares are held of record by Pitango Venture Capital Fund III (Israeli Investors) L.P. ("Fund III Israeli Investors"). Pitango GP, the general partner of Fund III Israeli Investors, has sole voting and dispositive power with respect to the shares held by Fund III Israeli Investors. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Fund III Israeli Investors except to the extent of any pecuniary interest therein.
( 5 )The shares are held of record by Pitango Principals Fund III (USA) L.P. ("Principals Fund III"). Pitango GP, the general partner of Principals Fund III, has sole voting and dispositive power with respect to the shares held by Principals Fund III. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Principals Fund III except to the extent of any pecuniary interest therein.
( 6 )The shares are held of record by Pitango Parallel Investor Fund III (USA) L.P ("Parallel Investor Fund"). Pitango GP, the general partner of Parallel Investor Fund, has sole voting and dispositive power with respect to the shares held by Parallel Investor Fund. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Pitango GP. Such persons and entities disclaim beneficial ownership of the securities held by Parallel Investor Fund except to the extent of any pecuniary interest therein.
( 7 )The shares are held of record by Pitango Venture Capital Fund III Trusts 2000 Ltd ("Capital Fund 2000"). Capital Fund 2000 is owned and controlled indirectly by the Principals which holds shares of the Issuer in trust for three limited partnerships: Pitango CEO Fund III (USA) L.P., Pitango CEO Fund III (Israel) L.P. and Pitango Family Fund III (Israel) L.P. These three limited partnerships are managed by their sole general partner, the GP.
( 8 )Pitango GP, the general partner of Parallel Investor Fund, has sole voting and dispositive power with respect to the shares held by Capital Fund 2000. The partners of Pitango GP are eight private companies that are each owned by one of the Principals, share voting and dispositive power with respect to the shares held by Capital Fund 2000. Such persons and entities disclaim beneficial ownership of the securities held by Capital Fund 2000 except to the extent of any pecuniary interest therein.

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