Sec Form 4 Filing - McClain Mark D. @ Sailpoint Technologies Holdings, Inc. - 2018-06-15

Insider filing report for Changes in Beneficial Ownership
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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
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)
06/15/2018
(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 06/15/2018 S 45,000 D $ 27.5528 ( 1 ) 1,812,802 D
Common Stock 06/15/2018 S 45,000 D $ 27.5528 ( 2 ) 1,395,994 I By McClain Charitable Remainder Unitrust ( 3 )
Common Stock 06/15/2018 S 11,000 D $ 27.5528 ( 4 ) 68,000 I By McClain RHD 2015 Trust ( 5 )
Common Stock 06/15/2018 S 11,000 D $ 27.5528 ( 6 ) 68,000 I By McClain ADM 2015 Trust ( 5 )
Common Stock 06/15/2018 S 11,000 D $ 27.5528 ( 7 ) 68,000 I By McClain GMM 2015 Trust ( 5 )
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
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 06/18/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 15, 2018, pursuant to a plan of disposition adopted on March 15, 2018 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "10b5-1 Plan"), Mr. McClain sold 45,000 shares in multiple trades at prices ranging from $27.04 to $27.86. The price reported above reflects the weighted average sale price. Mr. McClain hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 300,000 shares may be sold in the aggregate under the 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 300,000 shares in the aggregate have been sold.
( 2 )On June 15, 2018, pursuant to a plan of disposition adopted on March 15, 2018 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "Unitrust 10b5-1 Plan"), the McClain Charitable Remainder Unitrust (the "Unitrust") sold 45,000 shares in multiple trades at prices ranging from $27.04 to $27.86. The price reported above reflects the weighted average sale price. The Unitrust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 300,000 shares may be sold in the aggregate under the Unitrust 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 300,000 shares in the aggregate have been sold.
( 3 )Mr. McClain is a co-trustee for 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 )On June 15, 2018, pursuant to a plan of disposition adopted on March 15, 2018 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "RHD Trust 10b5-1 Plan"), the McClain RHD 2015 Trust (the "RHD Trust") sold 11,000 shares in multiple trades at prices ranging from $27.04 to $27.86. The price reported above reflects the weighted average sale price. The RHD Trust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 22,000 shares may be sold in the aggregate under the RHD Trust 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 22,000 shares in the aggregate have been sold.
( 5 )Mr. McClain is a co-trustee for each of the RHD Trust, McClain ADM 2015 Trust (the "ADM Trust") and McClain GMM 2015 Trust (the "GMM Trust", and together with the RHD Trust and the ADM Trust, 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.
( 6 )On June 15, 2018, pursuant to a plan of disposition adopted on March 15, 2018 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "ADM Trust 10b5-1 Plan"), the ADM Trust sold 11,000 shares in multiple trades at prices ranging from $27.04 to $27.86. The price reported above reflects the weighted average sale price. The ADM Trust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 22,000 shares may be sold in the aggregate under the ADM Trust 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 22,000 shares in the aggregate have been sold.
( 7 )On June 15, 2018, pursuant to a plan of disposition adopted on March 15, 2018 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the "GMM Trust 10b5-1 Plan"), the GMM Trust sold 11,000 shares in multiple trades at prices ranging from $27.04 to $27.86. The price reported above reflects the weighted average sale price. The GMM Trust hereby undertakes to provide to the Securities and Exchange Commission staff, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected. No more than 22,000 shares may be sold in the aggregate under the GMM Trust 10b5-1 Plan, which terminates no later than April 17, 2019, regardless of whether the maximum of 22,000 shares in the aggregate have been sold.

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