Sec Form 4 Filing - SCHAEPE CHRISTOPHER J @ 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 SCHAEPE CHRISTOPHER J 2. Issuer Name and Ticker or Trading Symbol Tintri, Inc. [ TNTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ 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) __ 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 07/06/2017 C 1,306,484 A $ 0 ( 1 ) 1,306,484 I See footnotes ( 2 ) ( 3 ) Common Stock 07/06/2017 C 580,800 A $ 0 ( 4 ) 1,887,284 I See footnotes ( 2 ) ( 3 ) Common Stock 07/06/2017 C 217,477 A $ 0 ( 5 ) 2,104,761 I See footnotes ( 2 ) ( 3 ) Common Stock 07/06/2017 C 350,441 A $ 0 ( 6 ) 2,455,202 I See footnotes ( 2 ) ( 3 ) Common Stock 07/06/2017 C 140,177 A $ 0 ( 7 ) 2,595,379 I See footnotes ( 2 ) ( 3 ) Common Stock 07/06/2017 C 190,978 A $ 0 ( 8 ) 2,786,357 I See footnotes ( 2 ) ( 3 ) Common Stock 07/06/2017 P 597,858 A $ 7 3,384,215 I See footnotes ( 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 Series E Preferred Stock ( 9 ) ( 10 ) 04/10/2017 D 208,331 ( 9 )( 10 ) ( 9 )( 10 ) Common Stock 208,331 $ 0 0 I See footnotes ( 2 ) ( 3 ) Series E Preferred Stock ( 10 ) ( 11 ) 04/10/2017 A 208,331 ( 10 )( 11 ) ( 10 )( 11 ) Common Stock 208,331 $ 0 208,331 I See footnotes ( 2 ) ( 3 ) Series E-1 Preferred Stock ( 9 ) ( 10 ) 04/10/2017 D 83,333 ( 9 )( 10 ) ( 9 )( 10 ) Common Stock 140,177 $ 0 0 I See footnotes ( 2 ) ( 3 ) Series E-1 Preferred Stock ( 10 ) ( 11 ) 04/10/2017 A 83,333 ( 10 )( 11 ) ( 10 )( 11 ) Common Stock 140,177 $ 0 83,333 I See footnotes ( 2 ) ( 3 ) Series E Preferred Stock ( 12 ) ( 13 ) 06/01/2017 D 208,331 ( 12 )( 13 ) ( 12 )( 13 ) Common Stock 208,331 $ 0 0 I See footnotes ( 2 ) ( 3 ) Series E-2 Preferred Stock ( 12 ) ( 13 ) 06/01/2017 A 208,331 ( 12 )( 13 ) ( 12 )( 13 ) Common Stock 208,331 $ 0 208,331 I See footnotes ( 2 ) ( 3 ) Series E-1 Preferred Stock ( 13 ) ( 14 ) 06/01/2017 D 83,333 ( 13 )( 14 ) ( 13 )( 14 ) Common Stock 140,177 $ 0 0 I See footnotes ( 2 ) ( 3 ) Series E-1 Preferred Stock ( 13 ) ( 15 ) 06/01/2017 A 83,333 ( 13 )( 15 ) ( 13 )( 15 ) Common Stock 140,177 $ 0 83,333 I See footnotes ( 2 ) ( 3 ) Series F Preferred Stock ( 13 ) ( 16 ) 06/01/2017 D 113,533 ( 13 )( 16 ) ( 13 )( 16 ) Common Stock 113,533 $ 0 0 I See footnotes ( 2 ) ( 3 ) Series F-2 Preferred Stock ( 13 ) ( 16 ) 06/01/2017 A 113,533 ( 13 )( 16 ) ( 13 )( 16 ) Common Stock 113,533 $ 0 113,533 I See footnotes ( 2 ) ( 3 ) 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 I See footnotes ( 2 ) ( 3 ) Series B Preferred Stock ( 1 ) 07/06/2017 C 1,306,484 ( 1 ) ( 1 ) Common Stock 1,306,484 $ 0 0 I See footnotes ( 2 ) ( 3 ) Series C Preferred Stock ( 4 ) 07/06/2017 C 580,800 ( 4 ) ( 4 ) Common Stock 580,800 $ 0 0 I See footnotes ( 2 ) ( 3 ) Series D Preferred Stock ( 5 ) 07/06/2017 C 217,477 ( 5 ) ( 5 ) Common Stock 217,477 $ 0 0 I See footnotes ( 2 ) ( 3 ) Series E-2 Preferred Stock ( 6 ) 07/06/2017 C 208,331 ( 6 ) ( 6 ) Common Stock 350,441 $ 0 0 I See footnotes ( 2 ) ( 3 ) Series E-1 Preferred Stock ( 7 ) 07/06/2017 C 83,333 ( 7 ) ( 7 ) Common Stock 140,177 $ 0 0 I See footnotes ( 2 ) ( 3 ) Series F-2 Preferred Stock ( 8 ) 07/06/2017 C 113,533 ( 8 ) ( 8 ) Common Stock 190,978 $ 0 0 I See footnotes ( 2 ) ( 3 ) Note Purchase Agreement (obligation to purchase) $ 7 07/06/2017 J ( 17 ) ( 18 ) Common Stock 610,714 $ 0 610,714 I See footnote ( 19 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHAEPE CHRISTOPHER J 2200 SAND HILL ROAD MENLO PARK, CA94025 X X Signatures /s/ Christopher Schaepe 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 expiration date. ( 9 )Lightspeed engaged in a deemed disposition of shares of Series E Preferred Stock and Series E-1 Preferred Stock pursuant to an amendment and restatement of the Issuer's certificate of incorporation on April 10, 2017,in which the conversion terms of the Series E Preferred Stock and Series E-1 Preferred Stock were modified (the "April Reclassification"), as described in Exhibit 99.1. ( 10 )1. See Exhibit 99.1 ( 11 )Lightspeed engaged in a deemed acquisition of shares of Series E Preferred Stock and Series E-1 Preferred Stock pursuant to the April Reclassification as described in Exhibit 99.1. ( 12 )Pursuant to a recapitalization, shares of Series E Preferred Stock were exchanged for shares of Series E-2 Preferred Stock on a 1-for-1 basis. ( 13 )2. See Exhibit 99.1 ( 14 )Lightspeed constructively disposed of shares of Series E-1 Preferred Stock pursuant to an amendment of the Issuer's certificate of incorporation on June 1, 2017 in which the conversion terms of the Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock were modified, and two new series of preferred stock designated Series E-2 Preferred Stock and Series F-2 Preferred Stock, were created (the "June Reclassification"), as described in Exhibit 99.1. ( 15 )Lightspeed constructively acquired shares of Series E-1 Preferred Stock pursuant to the June Reclassification, as described in Exhibit 99.1. ( 16 )Pursuant to a recapitalization, shares of Series F Preferred Stock were exchanged for shares of Series F-2 Preferred Stock on a 1-for-1 basis. ( 17 )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. ( 18 )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). ( 19 )3. See Exhibit 99.1

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