Sec Form 4 Filing - Insight Venture Partners VIII, L.P. @ Tintri, Inc. - 2017-07-06

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 Insight Venture Partners VIII, L.P. 2. Issuer Name and Ticker or Trading Symbol Tintri, Inc. [ TNTR] 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 INSIGHT VENTURE PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/06/2017 (Street) NEW YORK, NY10036 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 07/06/2017( 1 ) P 359,797 A $ 7 2,309,127 D ( 2 ) ( 3 ) ( 4 ) Common Stock 07/06/2017 P 93,069 A $ 7 597,304 D ( 3 ) ( 4 ) ( 5 ) Common Stock 07/06/2017 P 12,840 A $ 7 82,407 D ( 3 ) ( 4 ) ( 6 ) Common Stock 07/06/2017 P 114,116 A $ 7 732,380 D ( 3 ) ( 4 ) ( 7 ) Common Stock 07/06/2017 P 251,463 A $ 7 1,613,857 D ( 8 ) ( 9 ) Common Stock 07/06/2017 P 579,822 A $ 7 3,721,218 I See footnotes ( 3 ) ( 4 ) ( 10 ) Common Stock 07/06/2017 P 579,822 A $ 7 3,721,218 I See footnotes ( 3 ) ( 4 ) ( 11 ) Common Stock 07/06/2017 P 251,463 A $ 7 1,613,857 I See footnote ( 9 ) ( 12 ) Common Stock 07/06/2017 P 251,463 A $ 7 1,613,857 I See footnote ( 9 ) ( 13 ) Common Stock 07/06/2017 P 831,285 A $ 7 5,335,075 I See footnotes ( 3 ) ( 4 ) ( 9 ) ( 14 )

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 E Preferred ( 2 ) 07/06/2017 C 70,450 ( 2 ) ( 2 ) Common Stock 211,349 $ 0 0 D ( 2 ) ( 3 ) ( 4 ) Series E Preferred ( 2 ) 07/06/2017 C 18,223 ( 2 ) ( 2 ) Common Stock 54,668 $ 0 0 D ( 3 ) ( 4 ) ( 5 ) Series E Preferred ( 2 ) 07/06/2017 C 2,514 ( 2 ) ( 2 ) Common Stock 7,541 $ 0 0 D ( 3 ) ( 4 ) ( 6 ) Series E Preferred ( 2 ) 07/06/2017 C 22,344 ( 2 ) ( 2 ) Common Stock 67,031 $ 0 0 D ( 3 ) ( 4 ) ( 7 ) Series E Preferred ( 2 ) 07/06/2017 C 454,132 ( 2 ) ( 2 ) Common Stock 1,362,394 $ 0 0 D ( 12 ) ( 13 ) Series E Preferred ( 2 ) 07/06/2017 C 113,531 ( 2 ) ( 2 ) Common Stock 340,589 $ 0 0 I See footnotes ( 3 ) ( 4 ) ( 8 ) Series E Preferred ( 2 ) 07/06/2017 C 113,531 ( 2 ) ( 2 ) Common Stock 340,589 $ 0 0 I See footnotes ( 3 ) ( 4 ) ( 9 ) Series E Preferred ( 2 ) 07/06/2017 C 454,132 ( 2 ) ( 2 ) Common Stock 1,362,394 $ 0 0 I See footnote ( 13 ) ( 14 ) Series E Preferred ( 2 ) 07/06/2017 C 454,132 ( 2 ) ( 2 ) Common Stock 1,362,394 $ 0 0 I See footnote ( 13 ) ( 14 ) Series E Preferred ( 2 ) 07/06/2017 C 567,663 ( 2 ) ( 2 ) Common Stock 1,702,983 $ 0 0 I See footnotes ( 3 ) ( 4 ) ( 10 ) ( 13 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Insight Venture Partners VIII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036 X Insight Venture Associates VIII, Ltd. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036 X Insight Holdings Group, LLC C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036 X Star Trinity, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036 X Star Trinity GP, LLC C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036 X Insight Venture Management, LLC C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036 X Insight Venture Partners (Cayman) VIII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036 X Insight Venture Partners(Delaware) VIII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036 X Insight Venture Partners VIII (Co-Investors), L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036 X Insight Venture Associates VIII, L.P. C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY10036 X Signatures /s/ Insight Venture Associates VIII, L.P., its general partner 07/10/2017 Signature of Reporting Person Date /s/ Insight Venture Associates VIII, Ltd., its general partner 07/10/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This report is the third of three filings made on this 10th day of July, 2017, to report transactions that occurred on July 6, 2017. ( 2 )Shares held of record by Insight Venture Partners VIII, L.P. ("IVP VIII"). ( 3 )The amount listed as owned by each of IVP VIII, Insight Venture Partners (Cayman) VIII, L.P. ("IVP Cayman VIII"), Insight Venture Partners VIII (Co-Investors), L.P. ("IVP VIII Co-Investors") and Insight Venture Partners (Delaware) VIII, L.P. ("IVP Delaware VIII" together with IVP VIII, IVP Cayman VIII and IVP VIII Co-Investors, the "IVP VIII Funds") may be deemed to be attributable to Insight Venture Associates VIII, L.P. ("IVPA VIII, L.P."), Insight Venture Associates VIII, Ltd. ("IVPA VIII, Ltd.") and Insight Holdings Group, LLC ("Holdings") because the general partner of the IVP VIII Funds is IVPA VIII, L.P., the general partner of which is IVPA VIII, Ltd., the sole shareholder of which is Holdings. ( 4 )Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held by the IVP VIII Funds. The foregoing is not an admission by any of Holdings, IVPA VIII, L.P. or IVPA VIII, Ltd., that it is the beneficial owner of any of the shares held by the IVP VIII Funds. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by the IVP VIII Funds except to the extent of his pecuniary interest therein. ( 5 )Shares held of record by IVP Cayman VIII. ( 6 )Shares held of record by IVP VIII Co-Investors. ( 7 )Shares held of record by IVP Delaware VIII. ( 8 )Shares held of record by Star Trinity, LP ("ST LP"). ( 9 )The amount listed as owned by ST LP may be deemed attributable to Star Trinity GP, LLC ("ST GP"), Insight Venture Management, LLC ("IVM") and Holdings because the general partner of ST LP is ST GP, the sole member of which is IVM, the sole member of which is Holdings. Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held by ST LP. The foregoing is not an admission by any of Holdings, ST GP or IVM that it is the beneficial owner of any of the shares held by ST LP. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by ST LP except to the extent of his pecuniary interest therein. ( 10 )These shares are owned indirectly by IVPA VIII, L.P. See footnotes (3) and (4) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings. ( 11 )These shares are owned indirectly by IVPA VIII, Ltd. See footnotes (3) and (4) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings. ( 12 )These shares are owned indirectly by ST GP. See footnote (9) above for a description of the relationship among ST LP, ST GP, IVM and Holdings. ( 13 )These shares are owned indirectly by IVM. See footnote (9) above for a description of the relationship among ST LP, ST GP, IVM and Holdings. ( 14 )These shares are owned indirectly by Holdings. See footnotes (3) and (4) above for a description of the relationship among the IVP VIII Funds, IVPA VIII L.P., IVPA VIII, Ltd. and Holdings and footnote (9) above for a description of the relationship among ST LP, ST GP, IVM and Holdings.

Remarks: Exhibit List: Exhibit 99.1 - Joint Filers' Signatures

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