Sec Form 4 Filing - MAEDER PAUL A @ Carbon Black, Inc. - 2018-05-08

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 MAEDER PAUL A 2. Issuer Name and Ticker or Trading Symbol Carbon Black, Inc. [ CBLK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O HIGHLAND CAPITAL PARTNERS, ONE BROADWAY, 16TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/08/2018 (Street) CAMBRIDGE, MA02142 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 05/08/2018 C 3,514,161 A 4,270,065 I By Highland Capital Partners VI Limited Partnership ( 2 ) Common Stock 05/08/2018 C 1,926,577 A 2,340,874 I By Highland Capital Partners VI-B Limited Partnership ( 3 ) Common Stock 05/08/2018 C 174,059 A 211,495 I By Highland Entrepreneurs' Fund VI Limited Partnership ( 4 ) Common Stock 05/08/2018 C 1,093,318 A 1,093,318 I By Highland Capital Partners VII Limited Partnership Common Stock 05/08/2018 C 264,931 A 264,931 I By Highland Capital Partners VII-B Limited Partnership Common Stock 05/08/2018 C 385,824 A 385,824 I By Highland Capital Partners VII-C Limited Partnership Common Stock 05/08/2018 C 34,258 A 34,258 I By Highland Entrepreneurs' Fund VII Limited Partnership

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 ) 05/08/2018 C 4,794,437 ( 1 ) ( 1 ) Common Stock 2,397,218 ( 1 ) 0 I By Highland Capital Partners VI Limited Partnership ( 2 ) Series B Convertible Preferred Stock ( 1 ) 05/08/2018 C 2,628,466 ( 1 ) ( 1 ) Common Stock 1,314,233 ( 1 ) 0 I By Highland Capital Partners VI-B Limited Partnership ( 3 ) Series B Convertible Preferred Stock ( 1 ) 05/08/2018 C 237,472 ( 1 ) ( 1 ) Common Stock 118,736 ( 1 ) 0 I By Highland Entrepreneurs' Fund VI Limited Partnership ( 4 ) Series C Convertible Preferred Stock ( 1 ) 05/08/2018 C 1,544,087 ( 1 ) ( 1 ) Common Stock 772,043 ( 1 ) 0 I By Highland Capital Partners VI Limited Partnership ( 2 ) Series C Convertible Preferred Stock ( 1 ) 05/08/2018 C 846,518 ( 1 ) ( 1 ) Common Stock 423,259 ( 1 ) 0 I By Highland Capital Partners VI-B Limited Partnership ( 3 ) Series C Convertible Preferred Stock ( 1 ) 05/08/2018 C 76,480 ( 1 ) ( 1 ) Common Stock 38,240 ( 1 ) 0 I By Highland Entrepreneurs' Fund VI Limited Partnership ( 4 ) Series D Convertible Preferred Stock ( 1 ) 05/08/2018 C 689,800 ( 1 ) ( 1 ) Common Stock 344,900 ( 1 ) 0 I By Highland Capital Partners VI Limited Partnership ( 2 ) Series D Convertible Preferred Stock ( 1 ) 05/08/2018 C 378,171 ( 1 ) ( 1 ) Common Stock 189,085 ( 1 ) 0 I By Highland Capital Partners VI-B Limited Partnership ( 3 ) Series D Convertible Preferred Stock ( 1 ) 05/08/2018 C 34,166 ( 1 ) ( 1 ) Common Stock 17,083 ( 1 ) 0 I By Highland Entrepreneurs' Fund VI Limited Partnership ( 4 ) Series E Convertible Preferred Stock ( 1 ) 05/08/2018 C 1,149,874 ( 1 ) ( 1 ) Common Stock 574,937 ( 1 ) 0 I By Highland Capital Partners VII Limited Partnership ( 5 ) Series E Convertible Preferred Stock ( 1 ) 05/08/2018 C 278,637 ( 1 ) ( 1 ) Common Stock 139,318 ( 1 ) 0 I By Highland Capital Partners VII-B Limited Partnership ( 6 ) Series E Convertible Preferred Stock ( 1 ) 05/08/2018 C 405,783 ( 1 ) ( 1 ) Common Stock 202,891 ( 1 ) 0 I By Highland Capital Partners VII-C Limited Partnership ( 7 ) Series E Convertible Preferred Stock ( 1 ) 05/08/2018 C 36,031 ( 1 ) ( 1 ) Common Stock 18,015 ( 1 ) 0 I By Highland Entrepreneurs' Fund VII Limited Partnership ( 8 ) Series F Convertible Preferred Stock ( 1 ) 05/08/2018 C 1,036,762 ( 1 ) ( 1 ) Common Stock 518,381 ( 1 ) 0 I By Highland Capital Partners VII Limited Partnership ( 5 ) Series F Convertible Preferred Stock ( 1 ) 05/08/2018 C 251,227 ( 1 ) ( 1 ) Common Stock 125,613 ( 1 ) 0 I By Highland Capital Partners VII-B Limited Partnership ( 6 ) Series F Convertible Preferred Stock ( 1 ) 05/08/2018 C 365,866 ( 1 ) ( 1 ) Common Stock 182,933 ( 1 ) 0 I By Highland Capital Partners VII-C Limited Partnership ( 7 ) Series F Convertible Preferred Stock ( 1 ) 05/08/2018 C 32,486 ( 1 ) ( 1 ) Common Stock 16,243 ( 1 ) 0 I By Highland Entrepreneurs' Fund VII Limited Partnership (8)

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MAEDER PAUL A C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE, MA02142 X Signatures /s/ Paul Maeder 05/10/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of preferred stock automatically converted into Common Stock on a 1-for-2 basis upon the closing of the Issuer's initial public offering. The shares have no expiration date. ( 2 )The shares are held directly by Highland Capital Partners VI Limited Partnership ("Highland Capital VI"). The general partner of Highland Capital VI is Highland Management Partners VI Limited Partnership ("HMP VI LP"). The general partner of HMP VI LP is Highland Management Partners VI, Inc. ("Highland Management"). Mr. Maeder is a managing director of Highland Management. Mr. Maeder disclaims Section 16 beneficial ownership of such securities, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed to be an admission that Mr. Maeder is the beneficial owner of such securities for purposes of Section 16 or for any other purpo se. ( 3 )The shares are held directly by Highland Capital Partners VI-B Limited Partnership ("Highland Capital VI-B"). The general partner of Highland Capital VI-B is HMP VI LP. Mr. Maeder disclaims Section 16 beneficial ownership of such securities, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed to be an admission that Mr. Maeder is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 4 )The shares are held directly by Highland Entrepreneurs' Fund VI Limited Partnership ("Highland VI Entrepreneurs' Fund"). The general partner of Highland VI Entrepreneurs' Fund is HEF VI Limited Partnership ("HEF"). The general partner of HEF is Highland Management. Mr. Maeder disclaims Section 16 beneficial ownership of such securities, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed to be an admission that Mr. Maeder is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 5 )The shares are held directly by Highland Capital Partners VII Limited Partnership ("Highland Capital VII"). The general partner of Highland Capital VII is Highland Management Partners VII Limited Partnership ("HMP VII LP"). The general partner of HMP VII LP is Highland Management Partners VII, LLC ("HMP VII LLC"). Mr. Maeder is a managing director of HMP VII LLC. Mr. Maeder disclaims Section 16 beneficial ownership of such securities, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed to be an admission that Mr. Maeder is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 6 )The shares are held directly by Highland Capital Partners VII-B Limited Partnership ("Highland Capital VII-B"). The general partner of Highland Capital VII-B is HMP VII LP. Mr. Maeder disclaims Section 16 beneficial ownership of such securities, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed to be an admission that Mr. Maeder is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 7 )The shares are held directly by Highland Capital Partners VII-C Limited Partnership ("Highland Capital VII-C"). The general partner of Highland Capital VII-C is HMP VII LP. Mr. Maeder disclaims Section 16 beneficial ownership of such securities, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed to be an admission that Mr. Maeder is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 8 )The shares are held directly by Highland Entrepreneurs' Fund VII Limited Partnership ("Highland VII Entrepreneurs' Fund"). The general partner of Highland VII Entrepreneurs' Fund is HMP VII LP. Mr. Maeder disclaims Section 16 beneficial ownership of such securities, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed to be an admission that Mr. Maeder is the beneficial owner of such securities for purposes of Section 16 or for 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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