Sec Form 4 Filing - Thoma Bravo, LLC @ Sailpoint Technologies Holdings, Inc. - 2018-05-29

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 Thoma Bravo, LLC 2. Issuer Name and Ticker or Trading Symbol Sailpoint Technologies Holdings, Inc. [ SAIL] 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) C/O THOMA BRAVO, LLC, 150 N. RIVERSIDE PLAZA, SUITE 2800 3. Date of Earliest Transaction (MM/DD/YY) 05/29/2018 (Street) CHICAGO, IL60606 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 05/29/2018 S 20,479,200 ( 1 ) D $ 21.6637 ( 2 ) 29,837,816 ( 3 ) I See footnote ( 4 ) Common Stock 05/29/2018 J( 5 ) 4,209,173 ( 5 ) D 25,628,643 ( 6 ) I See footnote ( 4 ) Common Stock 05/29/2018 J( 5 ) 4,209,173 ( 7 ) A 4,209,173 ( 7 ) I See footnote ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thoma Bravo, LLC C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO PARTNERS XI, L.P. C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO FUND XI, L.P. C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO FUND XI-A, L.P. C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO EXECUTIVE FUND XI, L.P. C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X Signatures Thoma Bravo, LLC by /s/ Bradley Reed, Attorney-in-Fact 05/31/2018 Signature of Reporting Person Date Thoma Bravo Partners XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact 05/31/2018 Signature of Reporting Person Date Thoma Bravo Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact 05/31/2018 Signature of Reporting Person Date Thoma Bravo Fund XI-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact 05/31/2018 Signature of Reporting Person Date Thoma Bravo Executive Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact 05/31/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 13,435,277 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 6,747,528 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A") and 296,395 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI"). ( 2 )Represents the offering price to the public of $22.50 per share, less the underwriters' discount of $0.836325 per share. ( 3 )Consists of 19,574,959 shares held directly by TB Fund XI, 9,830,983 shares held directly by TB Fund XI-A and 431,874 shares held directly by TB Exec Fund XI. ( 4 )Thoma Bravo Partners XI, L.P. ("TB Partners XI") is the general partner of each of TB Fund XI, TB Fund XI-A and TB Exec Fund XI. Thoma Bravo, LLC ("TB, LLC") is the general partner of TB Partners XI. By virtue of the relationships described in this footnote, TB, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund XI, TB Fund XI-A and TB Exec Fund XI. Each of TB Partners XI and TB, LLC disclaims beneficial ownership of the shares owned by TB Fund XI, TB Fund XI-A and TB Exec Fund XI except to the extent of its pecuniary interest therein. ( 5 )Represents a distribution of 3,147,216 shares held directly by TB Fund XI, 1,013,643 shares held directly by TB Fund XI-A and 48,314 shares held directly by TB Exec Fund XI, in each case to TB Partners XI. The shares are subject to customary lock-up restrictions until 90 days from May 23, 2018. ( 6 )Consists of 16,427,743 shares held directly by TB Fund XI, 8,817,340 shares held directly by TB Fund XI-A and 383,560 shares held directly by TB Exec Fund XI. ( 7 )Consists of 4,209,173 shares held directly by TB Partners XI following the distributions described in footnote (5). TB, LLC is the general partner of TB Partners XI. By virtue of this relationship, TB, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by TB Partners XI. TB, LLC disclaims beneficial ownership of the shares owned by TB Partners XI except to the extent of its pecuniary interest therein.

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