Sec Form 4 Filing - Highland Entrepreneurs Fund VII Limited Partnership @ Carbon Black, Inc. - 2018-05-08

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
Highland Entrepreneurs Fund VII Limited Partnership
2. Issuer Name and Ticker or Trading Symbol
Carbon Black, Inc. [ CBLK]
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 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)
_____ 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 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
Highland Entrepreneurs Fund VII Limited Partnership
C/O HIGHLAND CAPITAL PARTNERS
ONE BROADWAY, 16TH FLOOR
CAMBRIDGE, MA02142
X
HEF VI, Limited Partnership
C/O HIGHLAND CAPITAL PARTNERS
ONE BROADWAY, 16TH FLOOR
CAMBRIDGE, MA02142
X
Signatures
/s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Entrepreneurs' Fund VII Limited Partnership 05/10/2018
Signature of Reporting Person Date
/s/ Paul Maeder, Authorized Manager of Highland Management Partners VI, Inc., the general partner of HEF VI Limited Partnership 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"). Each of HMP VI LP and Highland Management disclaims Section 16 beneficial ownership of all shares except to the extent of their pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.
( 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. The general partner of HMP VI LP is Highland Management. Each of HMP VI LP and Highland Management disclaims Section 16 beneficial ownership of all shares except to the extent of their pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners 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. Each of HEF and Highland Management disclaims Section 16 beneficial ownership of all shares except to the extent of their pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners 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"). Each of HMP VII LP and HMP VII LLC disclaims Section 16 beneficial ownership of all shares except to the extent of their pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners 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. The general partner of HMP VII LP is HMP VII LLC. Each of HMP VII LP and HMP VII LLC disclaims Section 16 beneficial ownership of all shares except to the extent of their pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners 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. The general partner of HMP VII LP is HMP VII LLC. Each of HMP VII LP and HMP VII LLC disclaims Section 16 beneficial ownership of all shares except to the extent of their pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners 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. The general partner of HMP VII LP is HMP VII LLC. Each of HMP VII LP and HMP VII LLC disclaims Section 16 beneficial ownership of all shares except to the extent of his their pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.

Remarks:
Because no more than 10 reporting persons can file any Form 4 through the Securities and Exchange Commission's EDGAR system, Highland Management Partners VI, Inc., Highland Management Partners VI Limited Partnership, Highland Capital Partners VI-B Limited Partnership, Highland Capital Partners VI Limited Partnership, Highland Entrepreneurs' Fund VI Limited Partnership, Highland Management Partners VII, LLC, Highland Management Partners VII Limited Partnership, Highland Capital Partners VII Limited Partnership, Highland Capital Partners VII-B Limited Partnership and Highland Capital Partners VII-C Limited Partnership have filed a separate Form 4. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

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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