Sec Form 4 Filing - Amadeus Capital Partners LTD @ FORESCOUT TECHNOLOGIES, INC - 2017-10-31

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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
Amadeus Capital Partners LTD
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)
C/O AMADEUS CAPITAL, SUITE 1, 2ND FLOOR, 2 QUAYSIDE
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2017
(Street)
CAMBRIDGE, X0CB5 8AB
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 10/31/2017 C 1,943,410 A 2,107,078 I See footnotes ( 4 ) ( 5 ) ( 6 ) ( 7 )
Common Stock 10/31/2017 C 1,295,605 A 1,404,717 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 8 )
Common Stock 10/31/2017 C 906,914 A 983,292 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 9 )
Common Stock 10/31/2017 C 43,173 A 46,807 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 10 )
Common Stock 10/31/2017 C 129,527 A 140,437 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 11 )
Common Stock 10/31/2017 C 542,842 A 572,442 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 13 )
Common Sto ck 10/31/2017 C 210,796 A 210,796 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 15 )
Common Stock 10/31/2017 C 648,592 A 648,592 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 16 )
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
Series B Convertible Preferred Stock ( 1 ) 10/31/2017 C 99 ( 1 ) ( 1 ) Common Stock 5,221 $ 0 0 I See footnotes ( 4 ) ( 5 ) ( 6 ) ( 7 )
Series B Convertible Preferred Stock ( 1 ) 10/31/2017 C 66 ( 1 ) ( 1 ) Common Stock 3,480 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 8 )
Series B Convertible Preferred Stock ( 1 ) 10/31/2017 C 46 ( 1 ) ( 1 ) Common Stock 2,426 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 9 )
Series B Convertible Preferred Stock ( 1 ) 10/31/2017 C 2 ( 1 ) ( 1 ) Common Stock 105 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 10 )
Series B Convertible Preferred Stock ( 1 ) 10/31/2017 C 6 ( 1 ) ( 1 ) Common Stock 316 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 11 )
Series B Convertible Preferred Stock ( 1 ) 10/31/2017 C 27 ( 1 ) ( 1 ) Common Stock 1,423 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 13 )
Series C Convertible Preferred Stock ( 14 ) 10/31/2017 C 2,380 ( 14 ) ( 14 ) Common Stock 125,521 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 15 )
Series D Convertible Preferred Stock ( 2 ) 10/31/2017 C 1,502,163 ( 2 ) ( 2 ) Common Stock 1,502,163 $ 0 0 I See footnotes ( 4 ) ( 5 ) ( 6 ) ( 7 )
Series D Convertible Preferred Stock ( 2 ) 10/31/2017 C 1,001,441 ( 2 ) ( 2 ) Common Stock 1,001,441 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 8 )
Series D Convertible Preferred Stock ( 2 ) 10/31/2017 C 701,010 ( 2 ) ( 2 ) Common Stock 701,010 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 9 )
Series D Convertible Preferred Stock ( 2 ) 10/31/2017 C 33,380 ( 2 ) ( 2 ) Common Stock 33,380 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 10 )
Series D Convertible Preferred Stock ( 2 ) 10/31/2017 C 100,143 ( 2 ) ( 2 ) Common Stock 100,143 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 11 )
Series D Convertible Preferred Stock ( 2 ) 10/31/2017 C 925 ( 2 ) ( 2 ) Common Stock 925 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 13 )
Series D Convertible Preferred Stock ( 2 ) 10/31/2017 C 85,275 ( 2 ) ( 2 ) Common Stock 85,275 $ 0 0 I See Footnotes ( 5 ) ( 6 ) ( 7 ) ( 15 )
Series E Convertible Preferred Stock ( 3 ) 10/31/2017 C 436,026 ( 3 ) ( 3 ) Common Stock 436,026 $ 0 0 I See footnotes ( 4 ) ( 5 ) ( 6 ) ( 7 )
Series E Convertible Preferred Stock ( 3 ) 10/31/2017 C 290,684 ( 3 ) ( 3 ) Common Stock 290,684 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 8 )
Series E Convertible Preferred Stock ( 3 ) 10/31/2017 C 203,478 ( 3 ) ( 3 ) Common Stock 203,478 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 9 )
Series E Convertible Preferred Stock ( 3 ) 10/31/2017 C 9,688 ( 3 ) ( 3 ) Common Stock 9,688 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 10 )
Series E Convertible Preferred Stock ( 3 ) 10/31/2017 C 29,068 ( 3 ) ( 3 ) Common Stock 29,068 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 11 )
Series F Convertible Preferred Stock ( 12 ) 10/31/2017 C 540,494 ( 12 ) ( 12 ) Common Stock 540,494 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 13 )
Series F Convertible Preferred Stock ( 12 ) 10/31/2017 C 648,592 ( 12 ) ( 12 ) Common Stock 648,592 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 16 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Amadeus Capital Partners LTD
C/O AMADEUS CAPITAL, SUITE 1, 2ND FLOOR
2 QUAYSIDE
CAMBRIDGE, X0CB5 8AB
X
Amadeus General Partner Ltd
C/O AMADEUS CAPITAL, 50 LOTHIAN ROAD
FESTIVAL SQUARE
EDINBURGH, X0EH3 9WJ
X
Amadeus Capital GP LLP
C/O AMADEUS CAPITAL, SUITE 1, 2ND FLOOR
2 QUAYSIDE
CAMBRIDGE, X0CB5 8AB
X
Amadeus II General Partner LP
C/O AMADEUS CAPITAL, 50 LOTHIAN ROAD
FESTIVAL SQUARE
EDINBURGH, X0EH3 9WJ
X
Amadeus IV Velocity GP LP
C/O AMADEUS CAPITAL, 50 LOTHIAN ROAD
FESTIVAL SQUARE
EDINBURGH, X0EH3 9WJ
X
Amadeus EI General Partner LP
C/O AMADEUS CAPITAL, 50 LOTHIAN ROAD
FESTIVAL SQUARE
EDINBURGH, X0EH3 9WJ
X
Amadeus EII General Partner LP
C/O AMADEUS CAPITAL, 50 LOTHIAN ROAD
FESTIVAL SQUARE
EDINBURGH, X0EH3 9WJ
X
Signatures
/s/ Anne Glover, Director of Amadeus Capital Partners LTD 11/02/2017
Signature of Reporting Person Date
/s/ Anne Glover, Director of Amadeus General Partner Limited 11/02/2017
Signature of Reporting Person Date
/s/ Anne Glover, Director of Amadeus General Partners Limited and Amadeus Capital Partners Limited, Members of Amadeus Capital GP LLP 11/02/2017
Signature of Reporting Person Date
/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus II General Partner LP 11/02/2017
Signature of Reporting Person Date
/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus IV Velocity GP LP 11/02/2017
Signature of Reporting Person Date
/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus EI General Partner LP 11/02/2017
Signature of Reporting Person Date
/s/ Anne Glover, Director of Amadeus Capital Partners Limited, the Manager of Amadeus EII General Partner LP 11/02/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series B Con vertible Preferred Stock automatically converted into Common Stock on an approximate 1:52.7 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
( 2 )The Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
( 3 )The Series E Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
( 4 )The reported shares are held of record by Amadeus II 'A' ("Amadeus A"). Amadeus II General Partner LP ("Amadeus II GP") is the general partner of Amadeus A.
( 5 )Amadeus General Partner LTD ("Amadeus GP LTD") and Amadeus Capital GP LLP ("Amadeus Capital GP") are the general partners of each of the Direct General Partners (as defined in footnote 16 below). Amadeus Capital Partners Limited ("Amadeus Limited") and Amadeus GP LTD are the partners of Amadeus Capital GP. Amadeus Limited is the manager of each of the Amadeus Funds (as defined in footnote 16 below) and the Direct General Partners and has sole voting and dispositive power with respect to the shares held by the Amadeus Funds. The directors of Amadeus Limited have delegated their voting and dispositive power with respect to the shares held by each of the Amadeus Funds to a committee comprised of more than three members (the "Amadeus Committee").
( 6 )Each of the members of the Amadeus Committee share voting and dispositive power with respect to the shares held by the Amadeus Funds. Each of the Direct General Partners, the Amadeus Funds, the Amadeus Directors and members of the Amadeus Committee disclaim beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
( 7 )All of the shares of the Issuer held by the Amadeus Funds are subject to a voting agreement (as described in the Issuer's Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission (File No. 333-220767)) pursuant to which the Issuer's Chief Executive Officer holds an irrevocable proxy with, under certain circumstances, voting control over such shares.
( 8 )The reported shares are held of record by Amadeus II 'B' ("Amadeus B"). Amadeus II GP is the general partner of Amadeus B.
( 9 )The reported shares are held of record by Amadeus II 'C' ("Amadeus C"). Amadeus II GP is the general partner of Amadeus C.
( 10 )The reported shares are held of record by Amadeus II 'D' GmbH & Co KG ("Amadeus GmbH"). Amadeus II GP is the general partner of Amadeus GmbH.
( 11 )The reported shares are held of record by Amadeus II Affiliates Fund L.P. ("Affiliates Fund"). Amadeus II GP is the general partner of Affiliates Fund.
( 12 )The Series F Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
( 13 )The reported shares are held of record by Amadeus IV Velocity Fund L.P. ("Velocity Fund"). Amadeus IV Velocity GP LP ("Amadeus Velocity GP") is the general partner of Velocity Fund.
( 14 )The Series C Convertible Preferred Stock automatically converted into Common Stock on an approximate 1:52.7 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
( 15 )The reported shares are held of record by Amadeus EI L.P. ("Amadeus EI"). Amadeus EI General Partner LP ("Amadeus EI GP") is the general partner of Amadeus EI.
( 16 )The reported shares are held of record by Amadeus EII L.P. ("Amadeus EII" and together with each of Amadeus A, Amadeus B, Amadeus C, Amadeus GmbH, Affiliates Fund, Velocity Fund and Amadeus EI, the "Amadeus Funds"). Amadeus EII General Partner LP ("Amadeus EII GP" and together with each of Amadeus II GP, Amadeus Velocity GP and Amadeus EI GP, the "Direct General Partners") is the general partner of Amadeus EII.

Remarks:
This report on Form 4 is the second of two reports relating to the same transactions and is filed to enable all joint filers to gain access to the EDGAR filing system.

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).

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