Sec Form 4 Filing - KERTZMAN MITCHELL @ Five9, Inc. - 2016-06-14

Insider filing report for Changes in Beneficial Ownership
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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
KERTZMAN MITCHELL
2. Issuer Name and Ticker or Trading Symbol
Five9, Inc. [ FIVN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former Director & 10% Owner
(Last) (First) (Middle)
PIER 33 SOUTH, THE EMBARCADERO, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
06/14/2016
(Street)
SAN FRANCISCO, CA94111
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
Common Stock 52,173 D ( 1 )
Common Stock 06/14/2016 J( 2 ) 7,055,838 D $ 0 4,203 I See Footnote ( 3 )
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
Repor ting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KERTZMAN MITCHELL
PIER 33 SOUTH
THE EMBARCADERO, SUITE 300
SAN FRANCISCO, CA94111
Former Director & 10% Owner
Signatures
MITCHELL KERTZMAN, By: /s/ Ingrid Chiavacci, Ingrid Chiavacci, attorney-in-fact 06/16/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares are owned directly by Mitchell Kertzman, who is a managing member of Hummer Winblad Equity Partners V, L.L.C. ("HWEP V"), which is the general partner of Hummer Winblad Venture Partners V, L.P. ("HWVP V") and Hummer Winblad Venture Partners V-A, L.P. ("HWVP VA"). By agreement with HWEP V, Mr. Kertzman holds the shares for the benefit of HWEP V. Mr. Kertzman disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
( 2 )HWVP V distributed for no consideration an aggregate of 7,055,838 shares of Common Stock of the Issuer to its limited partners on a pro rata basis.
( 3 )The reported shares are held directly by HWVP V as nominee for HWVP V and HWVP VA. John Hummer, Ann Winblad and Mitchell Kertzman are the managing members of HWEP V, which is the general partner of HWVP V and HWVP VA. HWEP V, Mr. Hummer, Ms. Winblad and Mr. Kertzman disclaim beneficial ownership of all securities held by HWVP V, except to the extent of their pecuniary interests therein.

Remarks:
This Form 4 is one of two Form 4s filed on the date hereof reporting this transaction. The Reporting Person for the other Form 4 is Hummer Winblad Equity Partners V, L.L.C.

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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