Sec Form 4 Filing - BCPI Corp @ FINJAN HOLDINGS, INC. - 2017-12-19

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
BCPI Corp
2. Issuer Name and Ticker or Trading Symbol
FINJAN HOLDINGS, INC. [ FNJN]
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)
2965 WOODSIDE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/19/2017
(Street)
WOODSIDE, CA94062
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 12/19/2017 S 10,000 D $ 2.35 3,580,041 I See footnote ( 1 )
Common Stock 12/20/2017 S 45,000 D $ 2.48 ( 2 ) 3,535,041 I See footnote ( 1 )
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
BCPI Corp
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
BCPI I L P
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
BCPI Partners I, L.P.
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
Eisenberg Michael A
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
Naveh Arad
2965 WOODSIDE ROAD
WOODSIDE, CA94062
X
Signatures
/s/ Steven M. Spurlock, as officer of BCPI Corporation 12/21/2017
Signature of Reporting Person Date
/s/ Steven M. Spurlock, as officer of the GP of the GP of BCPI I, L.P. 12/21/2017
Signature of Reporting Person Date
/s/ Steven M. Spurlock, as officer of the GP of BCPI Partners I, L.P. 12/21/2017
Signature of Reporting Person Date
/s/ Steven M. Spurlock, by power of attorney for Michael A. Eisenberg 12/21/2017
Signature of Reporting Person Date
/s/ Steven M. Spurlock, by power of attorney for Arad Naveh 12/21/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares are owned directly by BCPI I, L.P. ("BCPI I") for itself and as nominee for BCPI Founders' Fund I, L.P. ("BCPI FF") and for other individuals and entities. BCPI Partners I, L.P. ("BCPI GP"), the general partner of both BCPI I and BCPI FF, may be deemed to have the sole voting and dispositive power over such shares of the Issuer's Common Stock. BCPI Corporation ("BCPI Corp"), the Designated Filer and general partner of BCPI GP, may be deemed to have the sole voting and dispositive power over such shares of the Issuer's Common Stock. Michael Eisenberg ("Eisenberg") and Arad Naveh ("Naveh"), in their capacities as directors of BCPI Corp, may be deemed to have shared voting and dispositive power over such shares of the Issuer's Common Stock.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.36 to $2.65, inclusive. The Designated Filer undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 2 to this Form 4.

Remarks:
Each Reporting Person disclaims the existence of a "group". Each of BCPI GP and its partners, BCPI Corp, Eisenberg and Naveh disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCPI GP and its partners, BCPI Corp, Eisenberg or Naveh is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

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).
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