Sec Form 4 Filing - HALIFAX IAN R @ 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 HALIFAX IAN R 2. Issuer Name and Ticker or Trading Symbol Tintri, Inc. [ TNTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O TINTRI, INC., 303 RAVENDALE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/06/2017 (Street) MOUNTAIN VIEW, CA94043 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 Common Stock 03/30/2017 A 28,333 A 154,304 D Common Stock 03/30/2017 A 5,952 A 160,256 D Common Stock 05/30/2017 A 62,500 A 222,756 D Common Stock 06/01/2017 D 88,520 D $ 13.68 134,236 D Common Stock 07/06/2017 C 13,622 A 147,858 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 Stock Option (right to buy) $ 13.68 03/31/2015 A 54,166 ( 5 ) 03/31/2025 Common Stock 54,166 $ 0 54,166 D Stock Option (right to buy) $ 13.68 05/30/2017 A 20,833 ( 6 ) 05/30/2027 Common Stock 20,833 $ 0 20,833 D Stock Option (right to buy) $ 13.68 05/30/2017 A 88,520 07/06/2017 05/30/2027 Common Stock 88,520 $ 0 88,520 D Series F Preferred Stock ( 7 ) 06/01/2017 D 4,541 ( 8 ) ( 8 ) Common Stock 13,622 $ 0 0 D Series F Preferred Stock ( 7 ) 06/01/2017 A 4,541 ( 8 ) ( 8 ) Common Stock 13,622 $ 0 4,541 D Series F Preferred Stock ( 4 ) 07/06/2017 C 4,541 ( 4 ) ( 4 ) Common Stock 13,622 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HALIFAX IAN R C/O TINTRI, INC. 303 RAVENDALE DRIVE MOUNTAIN VIEW, CA94043 Chief Financial Officer Signatures /s/ Michael Coleman, by power of attorney 07/10/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. 50% of the RSUs vest on March 19, 2018 and the remaining 50% of the RSUs shall vest on an annual basis over the following 2 years. ( 2 )Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. 100% of the RSUs vest on March 15, 2018, provided that certain Issuer performance milestones are achieved. ( 3 )Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. 3/8 of the RSU's vest on March 15, 2018 and an additional 1/8 of the RSU's shall vest every three months thereafter. ( 4 )The Series F Preferred Stock automatically converted into shares of Common Stock on a 2.9999959-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series F Preferred Stock had no expiration date. ( 5 )25% of the shares subject to the option vested on March 31, 2016 and an additional 1/48 of the shares vest monthly thereafter. ( 6 )1/24 of the shares subject to the option will vest on August 1, 2017 and an additional 1/24 of the shares vest monthly thereafter. ( 7 )See Exhibit 99.1 ( 8 )The Series F Preferred Stock was, at the option of the holder, convertible into shares of Common Stock on a 1-for-1 basis and was automatically converted into shares of Common Stock on a 2.9999959-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series F Preferred Stock had no expiration date.

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).

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