Sec Form 4 Filing - Institutional Venture Management XII, LLC @ Yext, Inc. - 2017-04-19

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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
Institutional Venture Management XII, LLC
2. Issuer Name and Ticker or Trading Symbol
Yext, Inc. [ YEXT]
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)
3000 SAND HILL ROAD, BUILDING 2, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
04/19/2017
(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 04/19/2017 C 7,220,921 A 8,616,693 I By Institutional Venture Partners XII, L.P. ( 2 )
Common Stock 04/19/2017 C 963,391 A 9,580,084 I By Institutional Venture Partners XII, L.P. ( 2 )
Common Stock 04/19/2017 C 475,750 A 10,055,834 I By Institutional Venture Partners XII, L.P. ( 2 )
Common Stock 04/19/2017 C 1,272,724 A 11,328,558 I By Institutional Venture Partners XII, L.P. ( 2 )
Common Stock 04/19/2017 C 533,719 A 533,719 I By Institutional Venture Partners XI, L.P. ( 6 )
Common Stock 04/19/2017 C 85,445 A 85,445 I By Institutional Venture Partners XI GmbH & Co. Beteiligungs KG ( 7 )
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 C Preferred Stock ( 1 ) 04/19/2017 C 7,220,921 ( 1 ) ( 1 ) Common Stock 7,220,921 $ 0 0 I By Institutional Venture Partners XII, L.P. ( 2 )
Series D Preferred Stock ( 3 ) 04/19/2017 C 963,391 ( 3 ) ( 3 ) Common Stock 963,391 $ 0 0 I By Institutional Venture Partners XII, L.P. ( 2 )
Series E Preferred Stock ( 4 ) 04/19/2017 C 475,750 ( 4 ) ( 4 ) Common Stock 475,750 $ 0 0 I By Institutional Venture Partners XII, L.P. ( 2 )
Series F Preferred Stock ( 5 ) 04/19/2017 C 1,272,724 ( 5 ) ( 5 ) Common Stock 1,272,724 $ 0 0 I By Institutional Venture Partners XII, L.P. ( 2 )
Series F Preferred Stock ( 5 ) 04/19/2017 C 533,719 ( 5 ) ( 5 ) Common Stock 533,719 $ 0 0 I By Institutional Venture Partners XI, L.P. ( 6 )
Series F Preferred Stock ( 5 ) 04/19/2017 C 85,445 ( 5 ) ( 5 ) Common Stock 85,445 $ 0 0 I By Institutional Venture Partners XI GmbH & Co. Beteiligungs KG ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Institutional Venture Management XII, LLC
3000 SAND HILL ROAD
BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Institutional Venture Partners XII LP
3000 SAND HILL ROAD
BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Institutional Venture Management XI, LLC
3000 SAND HILL ROAD
BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Institutional Venture Partners XI LP
3000 SAND HILL ROAD
BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
INSTITUTIONAL VENTURE PARTNERS XI GMBH & CO BETEILIGUNGS KG
3000 SAND HILL ROAD
BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Chaffee Todd C
3000 SAND HILL ROAD
BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
FOGELSONG NORMAN A
3000 SAND HILL ROAD
BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Harrick Stephen J
3000 SAND HILL ROAD
BUILDING 2, SUITE 250MENLO PARK, CA94025
X
Miller J Sanford
3000 SAND HILL ROAD
BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Phelps Dennis B
3000 SAND HILL ROAD
BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Signatures
/s/ Norman A. Fogelsong, Managing Director 04/21/2017
Signature of Reporting Person Date
/s/ Norman A. Fogelsong, Managing Director of Institutional Venture Management XII, LLC which serves as the General Partner of Institutional Venture Partners XII, L.P. 04/21/2017
Signature of Reporting Person Date
/s/ Norman A. Fogelsong, Managing Director of Institutional Venture Management XI, LLC 04/21/2017
Signature of Reporting Person Date
/s/ Norman A. Fogelsong, Managing Director of Institutional Venture Management XI, LLC which serves as the General Partner of Institutional Venture Partners XI, L.P. 04/21/2017
Signature of Reporting Person Date
/s/ Norman A. Fogelsong, Managing Director of Institutional Venture Management XI, LLC which serves as the sole managing limited partner of Institutional Venture Partners XI GmbH & Co. Beteiligungs KG 04/21/2017
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-in-Fact for Todd C. Chaffee 04/21/2017
Signature of Reporting Person Date
/s/ Norman A. Fogelsong 04/21/2017
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-in-Fact for Stephen J. Harrick 04/21/2017
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-in-Fact for J. Sanford Miller 04/21/2017
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-in-Fact for Dennis B. Phelps 04/21/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of the Issuer's Series C Preferred Stock converted automatically into shares of the Issuer's 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 did not have an expiration date.
( 2 )The shares are owned by Institutional Venture Partners XII, L.P. ("IVP XII"). Institutional Venture Management XII, LLC ("IVM XII") serves as the sole General Partner of IVP XII, and has sole voting and investment control over the respective shares owned by IVP XII, and may be deemed to own beneficially the shares held by IVP XII. IVM XII however owns no securities of the Issuer directly. Todd C. Chaffee ("Chaffee"), Norman A. Fogelsong ("Fogelsong"), Stephen J. Harrick ("Harrick"), J. Sanford Miller ("Miller") and Dennis B. Phelps ("Phelps") are Managing Directors of IVM XII and share voting and dispositive power over the shares held by IVP XII. Each of these individuals disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein.
( 3 )Each share of the Issuer's Series D Preferred Stock converted automatically into shares of the Issuer's 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 did not have an expiration date.
( 4 )Each share of the Issuer's Series E Preferred Stock converted automatically into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series E Preferred Stock did not have an expiration date.
( 5 )Each share of the Issuer's Series F Preferred Stock converted automatically into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series F Preferred Stock did not have an expiration date.
( 6 )The shares are owned by Institutional Venture Partners XI, L.P. ("IVP XI"), which is under common control with Institutional Venture Partners XI GmbH & Co. Beteiligungs KG ("IVP XI KG"). Institutional Venture Management XI, LLC ("IVM XI") serves as the sole General Partner of IVP XI, and has sole voting and investment control over the respective shares owned by IVP XI, and may be deemed to own beneficially the shares held by IVP XI. IVM XI however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI and IVP XI KG. Each of these individuals disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein.
( 7 )The shares are owned by IVP XI KG, which is under common control with IVP XI. IVM XI serves as the sole managing limited partner of IVP XI KG, and has sole voting and investment control over the respective shares owned by IVP XI KG, and may be deemed to own beneficially the shares held by IVP XI KG. IVM XI however owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XI and share voting and dispositive power over the shares held by IVP XI KG. Each of these individuals disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein.

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