Sec Form 4 Filing - McClain Mark D. @ Sailpoint Technologies Holdings, Inc. - 2017-11-20

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 McClain Mark D. 2. Issuer Name and Ticker or Trading Symbol Sailpoint Technologies Holdings, Inc. [ SAIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 11305 FOUR POINTS DRIVE, BUILDING 2, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2017 (Street) AUSTIN, TX78726 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 11/20/2017 A 100,000 A $ 0 1,709,565 D Common Stock 11/21/2017 C 363,237 ( 1 ) A $ 0 ( 1 ) 2,072,802 D Common Stock 11/21/2017 S 200,000 ( 2 ) D $ 12 1,872,802 D Common Stock 11/21/2017 C 496,713 ( 1 ) A $ 0 ( 1 ) 1,555,994 I By McClain Charitable Remainder Unitrust ( 3 ) Common Stock 11/21/2017 S 100,000 ( 2 ) D $ 12 1,455,994 I By McClain Charitable Remainder Unitrust ( 3 ) Common Stock 80,000 I By McClain RHD 2015 Trust ( 4 ) Common Stock 80,000 I By McClain ADM 2015 Trust ( 4 ) Common Stock 80,000 I By McClain GMM 2015 Trust ( 4 )

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 A Convertible Preferred Stock ( 1 ) 11/21/2017 C 3,965.3764 ( 1 ) ( 1 ) Common Stock 363,237 $ 0 ( 1 ) 0 D Series A Convertible Preferred Stock ( 1 ) 11/21/2017 C 5,422.4117 ( 1 ) ( 1 ) Common Stock 496,713 $ 0 ( 1 ) 0 I By McClain Charitable Remainder Unitrust ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McClain Mark D. 11305 FOUR POINTS DRIVE BUILDING 2, SUITE 100 AUSTIN, TX78726 X CEO and President Signatures /s/ Christopher G. Schmitt, attorney-in-fact 11/22/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to completion of the issuer's initial public offering (the "IPO") on November 21, 2017, each share of preferred stock automatically converted into a number of shares of common stock equal to the result of the liquidation value of such share of preferred stock, divided by the initial public offering price per share of common stock of $12.00. The liquidation value for each share of preferred stock was equal to $1,000 plus accrued and unpaid dividends on such share of preferred stock. There was no expiration date. ( 2 )Sold in the IPO. ( 3 )Mr. McClain is a co-trustee for the McClain Charitable Remainder Unitrust (the "Unitrust"), and he shares investment control over, and may be deemed to have a pecuniary interest in, the shares held by the Unitrust. As such, Mr. McClain may be deemed to beneficially own all of the shares held by the Unitrust; however, Mr. McClain disclaims beneficial ownership of the shares held by the Unitrust except to the extent of his pecuniary interest therein. ( 4 )Mr. McClain is a co-trustee for each of the McClain RHD 2015 Trust, McClain ADM 2015 Trust and McClain GMM 2015 Trust (together, the "Family Trusts"). The beneficiary of each of the Family Trusts is an immediate family member of Mr. McClain's. As such, Mr. McClain may be deemed to beneficially own all of the shares held by the Family Trusts; however, Mr. McClain disclaims beneficial ownership of the shares held by the Family Trusts except to the extent of his pecuniary interest therein.

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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