Sec Form 4 Filing - Shirk Brett @ Fastly, Inc. - 2023-11-15

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
Shirk Brett
2. Issuer Name and Ticker or Trading Symbol
Fastly, Inc. [ FSLY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President, CRO
(Last) (First) (Middle)
C/O FASTLY, INC., 475 BRANNAN STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2023
(Street)
SAN FRANCISCO, CA94107
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
Class A Common Stock 11/15/2023 M 50,000 A 303,261 D
Class A Common Stock 11/16/2023 S( 2 ) 31,482 D $ 16.24 ( 3 ) 271,779 D
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
Performance rights ( 1 ) 11/15/2023 M 50,000 ( 4 )( 5 ) ( 4 )( 5 ) Class A Common Stock 50,000 $ 0 150,000 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shirk Brett
C/O FASTLY, INC.
475 BRANNAN STREET, SUITE 300
SAN FRANCISCO, CA94107
Executive Vice President, CRO
Signatures
/s/ Karen Greenstein, Attorney-in-Fact 11/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the conversion of previously granted performance-based restricted stock units (PRSUs). Each PRSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. 50,000 of the 200,000 PRSUs vested based on the achievement of a performance condition (Issuer's Class A Common Stock achieving a sixty-day consecutive trailing average closing price of $17.25 per share).
( 2 )Shares sold to satisfy tax obligations in connection with the vesting of previously granted Restricted Stock Units and PRSUs.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.12 to $16.32. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
( 4 )One fourth of the PRSUs will vest upon the Issuer's Class A Common Stock achieving a market price of $17.25 per share (with the earliest such vesting date being November 15, 2023, including if the performance condition is satisfied before such date); one fourth of the PRSUs will vest upon the Issuer's Class A Common Stock achieving a market price of $23.00 per share (with the earliest such vesting date being November 15, 2024, including if the performance condition is satisfied before such date);
( 5 )one fourth of the PRSUs will vest upon the Issuer's Class A Common Stock achieving a market price of $34.50 per share (with the earliest such vesting date being November 15, 2025, including if the performance condition is satisfied before such date); one fourth of the PRSUs will vest upon the Issuer's Class A Common Stock achieving a market price of $46.00 per share (with the earliest such vesting date being November 15, 2026, including if the performance condition is satisfied before such date). Any unvested tranche will be forfeited if the applicable market price is not achieved on or before September 6, 2027.
( 6 )Represents the maximum number of shares remaining that may be issued pursuant to the PRSUs.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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