Sec Form 4 Filing - LIGHTSPEED VENTURE PARTNERS VIII LP @ 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 LIGHTSPEED VENTURE PARTNERS VIII LP 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) 2200 SAND HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 07/06/2017 (Street) MENLO PARK, CA94025 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 C 1,306,484 A $ 0 ( 1 ) 1,306,484 D ( 2 ) ( 3 ) Common Stock 07/06/2017 C 580,800 A $ 0 ( 4 ) 1,887,284 D ( 2 ) ( 3 ) Common Stock 07/06/2017 C 217,477 A $ 0 ( 5 ) 2,104,761 D ( 2 ) ( 3 ) Common Stock 07/06/2017 C 350,441 A $ 0 ( 6 ) 2,455,202 D ( 2 ) ( 3 ) Common Stock 07/06/2017 C 140,177 A $ 0 ( 7 ) 2,595,379 D ( 2 ) ( 3 ) Common Stock 07/06/2017 C 190,978 A $ 0 ( 8 ) 2,786,357 D ( 2 ) ( 3 ) Common Stock 07/06/2017 P 597,858 A $ 7 3,384,215 D ( 2 ) ( 3 )

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 Purchase Warrant (right to buy) $ 16.44 06/01/2017 A 516,137 07/10/2017 06/01/2027 Common Stock 516,137 $ 0 516,137 D ( 2 ) ( 3 ) Series B Preferred Stock ( 1 ) 07/06/2017 C 1,306,484 ( 1 ) ( 1 ) Common Stock 1,306,484 $ 0 0 D ( 2 ) ( 3 ) Series C Preferred Stock ( 4 ) 07/06/2017 C 580,800 ( 4 ) ( 4 ) Common Stock 580,800 $ 0 0 D ( 2 ) ( 3 ) Series D Preferred Stock ( 5 ) 07/06/2017 C 217,477 ( 5 ) ( 5 ) Common Stock 217,477 $ 0 0 D ( 2 ) ( 3 ) Series E-2 Preferred Stock ( 6 ) 07/06/2017 C 208,331 ( 6 ) ( 6 ) Common Stock 350,441 $ 0 0 D ( 2 ) ( 3 ) Series E-1 Preferred Stock ( 7 ) 07/06/2017 C 83,333 ( 7 ) ( 7 ) Common Stock 140,177 $ 0 0 D ( 2 ) ( 3 ) Series F-2 Preferred Stock ( 8 ) 07/06/2017 C 113,533 ( 8 ) ( 8 ) Common Stock 190,978 $ 0 0 D ( 2 ) ( 3 ) Note Purchase Agreement (obligation to purchase) $ 7 07/06/2017 J ( 9 ) ( 10 ) Common Stock 610,714 $ 0 610,714 D ( 11 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIGHTSPEED VENTURE PARTNERS VIII LP 2200 SAND HILL ROAD MENLO PARK, CA94025 X Lightspeed General Partner VIII, L.P. 2200 SAND HILL ROAD MENLO PARK, CA94025 X Lightspeed Ultimate General Partner VIII, Ltd. 2200 SAND HILL ROAD MENLO PARK, CA94025 X Eggers Barry 2200 SAND HILL ROAD MENLO PARK, CA94025 X Nieh Peter 2200 SAND HILL ROAD MENLO PARK, CA94025 X Mhatre Ravi 2200 SAND HILL ROAD MENLO PARK, CA94025 X Signatures LIGHTSPEED VENTURE PARTNERS VIII, L.P., By: /s/ Christopher Schaepe, director of Lightspeed Ultimate General Partner VIII, Ltd., the sole general 07/10/2017 Signature of Reporting Person Date partner of Lightspeed General Partner VIII, L.P. 07/10/2017 Signature of Reporting Person Date /s/ Barry Eggers 07/10/2017 Signature of Reporting Person Date /s/ Peter Nieh 07/10/2017 Signature of Reporting Person Date /s/ Ravi Mhatre 07/10/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series B Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date. ( 2 )Shares held by Lightspeed Venture Partners VIII, L.P. ("LVP VIII"). ( 3 )Lightspeed Ultimate General Partner VIII, Ltd. ("LUGP VIII") is the sole general partner of Lightspeed General Partner VIII, L.P., which serves as the sole general partner of LVP VIII. Barry Eggers, Ravi Mhatre, Peter Y. Nieh and Christopher J. Schaepe, the directors of LUGP VIII, share voting and dispositive power with respect to the shares held of record by LVP VIII. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. ( 4 )The Series C Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series C Preferred Stock had no expiration date. ( 5 )The Series D Preferred Stock automatically converted into shares of Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series D Preferred Stock had no expiration date. ( 6 )The Series E-2 Preferred Stock automatically converted into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series E-2 Preferred Stock had no expiration date. ( 7 )The Series E-1 Preferred Stock automatically converted into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series E-1 Preferred Stock had no expiration date. ( 8 )The Series F-2 Preferred Stock automatically converted into shares of Common Stock on a 1.68214-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series F-2 Preferred Stock had no an expiration date. ( 9 )At any time on or after December 1, 2019, upon the election of the Issuer pursuant to the approval of a majority of the members of the Issuer's board of directors and subject to the terms and conditions of any outstanding Note(s), any outstanding principal amount of the Note(s) and all accrued and unpaid interest on the Note(s) shall automatically convert into fully paid and nonassessable shares of common stock at the initial public offering price of $7.00 per share. ( 10 )The Issuer's right to draw funds under the Note Purchase Agreement and to cause any resulting Note(s) to convert into common stock will expire on December 1, 2019. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable under the Note, shall be due and payable on the earlier of (i) 540 days from the date of issuance of such Note(s), or (ii) when, upon the occurrence and during the continuance of an Event of Default (as defined in such Note(s)), such amounts are declared due and payable by Reporting Person or made automatically due and payable, in each case, in accordance with the terms of such Note(s). ( 11 )See Exhibit 99.1

Remarks: Mr. Schaepe is a director of the Issuer and files a separate report on Form 4 with respect to his beneficial ownership of Issuer securities held by LVP VIII.

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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