Sec Form 4 Filing - OATV II, L.P. @ Fastly, Inc. - 2019-11-08

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
OATV II, L.P.
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 OATV, 775 E. BLITHEDALE AVENUE, #568
3. Date of Earliest Transaction (MM/DD/YY)
11/08/2019
(Street)
MILL VALLEY, CA94941
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
Class A Common Stock 11/08/2019 C( 1 ) 7,906,335 A $ 0 7,906,335 I See Footnote ( 2 )
Class A Common Stock 11/08/2019 C( 1 ) 533,752 A $ 0 533,752 I See Footnote ( 3 )
Class A Common Stock 11/08/2019 C( 1 ) 88,404 A $ 0 88,404 I See Footnote ( 4 )
Class A Common Stock 11/13/2019 J( 5 ) 3,162,535 D $ 0 ( 5 ) 4,743,800 I See Footnote ( 2 )
Class A Common Stock 11/13/2019 S 213,501 D $ 19.74 320,251 I See Footnote ( 3 )
Class A Common Stock 11/13/2019 J( 6 ) 33,362 D $ 0 ( 6 ) 55,042 I See Footnote ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securi ties)
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
Class B Common Stock ( 1 ) 11/08/2019 C 7,906,335 ( 1 ) ( 1 ) Class A Common Stock 7,906,335 $ 0 0 I See Footnote ( 2 )
Class B Common Stock ( 1 ) 11/08/2019 C 533,752 ( 1 ) ( 1 ) Class A Common Stock 533,752 $ 0 0 I See Footnote ( 3 )
Class B Common Stock ( 1 ) 11/08/2019 C 88,404 ( 1 ) ( 1 ) Class A Common Stock 88,404 $ 0 0 I See Footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OATV II, L.P.
C/O OATV
775 E. BLITHEDALE AVENUE, #568
MILL VALLEY, CA94941
X
OATVIISPV1, LLC
C/O OATV
775 E. BLITHEDALE AVENUE, #568
MILL VALLEY, CA94941
X
OATVIISPV2, LLC
C/O OATV
775 E. BLITHEDALE AVENUE, #568
MILL VALLEY, CA94941
X
O'Reilly AlphaTech Ventures II, LLC
C/O OATV
775 E. BLITHEDALE AVENUE, #568
MILL VALLEY, CA94941
X
Roberts Bryce
C/O OATV
775 E. BLITHEDALE AVENUE, #568
MILL VALLEY, CA94941
X
Jacobsen Mark
C/O OATV
775 E. BLITHEDALE AVENUE, #568
MILL VALLEY, CA94941
X
Signatures
OATV II, L.P., By: O'Reilly AlphaTech Ventures II, LLC, its general partner, By: /s/ Laura Kelley, Chief Financial Office 11/15/2019
Signature of Reporting Person Date
OATVIISPV1, LLC, By: O'Reilly AlphaTech Ventures II, LLC, its general partner, By: /s/ Laura Kelley, Chief Financial Officer 11/15/2019
Signature of Reporting Person Date
OATVIISPV2, LLC, By: O'Reilly AlphaTech Ventures II, LLC, its general partner, By: /s/ Laura Kelley, Chief Financial Officer 11/15/2019
Signature of Reporting Person Date
O'Reilly AlphaTech Ventures II, LLC, By: /s/ Laura Kelley, Chief Financial Officer 11/15/2019
Signature of Reporting Person Date
/s/ Bryce Roberts 11/15/2019
Signature of Reporting Person Date
/s/ Mark Jacobsen 11/15/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class B Common Stock converted into Class A Common Stock upon the election of the reporting person on November 8, 2019.
( 2 )These shares are held directly by OATV II, L.P. ("OATV II"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and the y may be deemed to share voting and dispositive power over the shares held by OATV II. Such persons and entities disclaim beneficial ownership over shares held by OATV II, except to the extent of any pecuniary interest therein.
( 3 )These shares are held directly by OATVIISPV1, LLC ("OATVIISPV1"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and they may be deemed to share voting and dispositive power over the shares held by OATVIISPV1. Such persons and entities disclaim beneficial ownership over shares held by OATVIISPV1, except to the extent of any pecuniary interest therein.
( 4 )These shares are held directly by OATVIISPV2, LLC ("OATVIISPV2"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and they may be deemed to share voting and dispositive power over the shares held by OATVIISPV2. Such persons and entities disclaim beneficial ownership over shares held by OATVIISPV2, except to the extent of any pecuniary interest therein.
( 5 )On November 13, 2019, OATV II distributed, for no consideration, 3,162,535 shares (the "Shares") of Class A Common Stock to its partners, representing each such partner's pro rata interest in such Shares. On the same date, one or more of such partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares.
( 6 )On November 13, 2019, OATVIISPV2 distributed, for no consideration, 33,362 shares (the "Shares") of Class A Common Stock to its partners, representing each such partner's pro rata interest in such Shares. On the same date, one or more of such partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares.

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