Sec Form 4 Filing - August Capital Management VI, L.L.C. @ Fastly, Inc. - 2019-05-21

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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 *
August Capital Management VI, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
Fastly, Inc. [ FSLY]
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 AUGUST CAPITAL, 1475 FOLSOM STREET, #200
3. Date of Earliest Transaction (MM/DD/YY)
05/21/2019
(Street)
SAN FRANCISCO, CA94103
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
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 ) 05/21/2019 C 8,748,395 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 8,748,395 $ 0 0 I See Footnote ( 3 )
Series C Convertible Preferred Stock ( 4 ) 05/21/2019 C 5,871,576 ( 4 ) ( 4 ) Class B Common Stock ( 2 ) 5,871,576 $ 0 0 I See Footnote ( 5 )
Series D Convertible Preferred Stock ( 6 ) 05/21/2019 C 1,058,801 ( 6 ) ( 6 ) Class B Common Stock ( 2 ) 1,058,801 $ 0 0 I See Footnote ( 5 )
Series E Convertible Preferred Stock ( 7 ) 05/21/2019 C 396,542 ( 7 ) ( 7 ) Class B Common Stock ( 2 ) 396,542 $ 0 0 I See Footnote ( 5 )
Class B Common Stock ( 2 ) 05/21/2019 C 8,748,395 ( 2 ) ( 2 ) Class A Common Stock 8,748,395 $ 0 8,748,395 I See Footnote ( 3 )
Class B Common Stock ( 2 ) 05/21/2019 C 7,326,919 ( 2 ) ( 2 ) Class A Common Stock 7,326,919 $ 0 7,326,919 I See Footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
August Capital Management VI, L.L.C.
C/O AUGUST CAPITAL
1475 FOLSOM STREET, #200
SAN FRANCISCO, CA94103
X
August Capital VI, L.P.
C/O AUGUST CAPITAL
1475 FOLSOM STREET, #200
SAN FRANCISCO, CA94103
X
August Capital VI Special Opportunities, L.P.
C/O AUGUST CAPITAL
1475 FOLSOM STREET, #200
SAN FRANCISCO, CA94103
X
Hartenbaum Howard
C/O AUGUST CAPITAL
1475 FOLSOM STREET, #200
SAN FRANCISCO, CA94103
X
CARLBORG W ERIC
C/O AUGUST CAPITAL
1475 FOLSOM STREET, #200
SAN FRANCISCO, CA94103
X
Signatures
August Capital Management VI, L.L.C., By: /s/ Abigail Hipps, Attorney-in-Fact 05/21/2019
** Signature of Reporting Person Date
August Capital VI, L.P., By: August Capital Management VI, L.L.C., its general partner, By: /s/ Abigail Hipps, Attorney-in-Fact 05/21/2019
** Signature of Reporting Person Date
August Capital VI Special Opportunities, L.P., By: August Capital Management VI, L.L.C., its general partner, By: /s/ Abigail Hipps, Attorney-in-Fact 05/21/2019
** Signature of Reporting Person Date
Howard Hartenbaum, By: /s/ Abigail Hipps, Attorney-in- Fact 05/21/2019
** Signature of Reporting Person Date
W. Eric Carlborg, By: /s/ Abigail Hipps, Attorney-in-Fact 05/21/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series B Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series B Convertible Preferred Stock has no expiration date.
( 2 )Each share of Class B Common Stock will convert automatically into Class A Common Stock upon any transfer except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. Following the closing of the initial public offering, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earliest of (i) the first trading day falling nine months after the date on which the shares of Class B Common Stock represent less than 10% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock, (ii) the date specified by the vote of the holders of Class B Common Stock representing at least a majority of the outstanding shares of Class B Common Stock, or (iii) the first trading day falling ten years after the Effective Time as defined in the Issuer's amended and restated certificate of incorporation.
( 3 )These shares are held directly by August Capital VI, L.P. ("August VI"). August Capital Management VI, L.L.C. ("ACM VI") is the general partner of August VI and may be deemed to have sole voting and investment power over the shares held by August VI. David M. Hornik, a member of the Issuer's Board of Directors, Howard Hartenbaum, and W. Eric Carlborg are members of ACM VI, and may be deemed to have shared voting and investment power over the shares held by August VI. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities.
( 4 )Each share of Series C Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series C Convertible Preferred Stock has no expiration date.
( 5 )These shares are held directly by August Capital VI Special Opportunities, L.P. ("August VI SO"). ACM VI is the general partner of August VI SO and may be deemed to have sole voting and investment power over the shares held by August VI SO. David M. Hornik, a member of the Issuer's Board of Directors, Howard Hartenbaum, and W. Eric Carlborg are members of ACM VI, and may be deemed to have shared voting and investment power over the shares held by August VI SO. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities.
( 6 )Each share of Series D Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series D Convertible Preferred Stock has no expiration date.
( 7 )Each share of Series E Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series E Convertible Preferred Stock has no expiration date.

Remarks:
This report is one of two reports, each on a separate Form 4, but relating to the same transactions being filed by entities affiliated with August Capital and their applicable members.

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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