Sec Form 4 Filing - Rizkallah Juliette @ Sailpoint Technologies Holdings, Inc. - 2019-02-14

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 Rizkallah Juliette 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Marketing Officer (Last) (First) (Middle) 11120 FOUR POINTS DRIVE,, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2019 (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 02/14/2019 M( 1 ) 7,490 A $ 2.42 47,007 D Common Stock 02/14/2019 S( 1 ) 7,490 D $ 32.0043 ( 2 ) 39,517 D

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 Stock Option (right to buy) $ 2.42 02/14/2019 M( 1 ) 7,490 ( 3 ) 08/18/2025 Common Stock 7,490 $ 0 90,350 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rizkallah Juliette 11120 FOUR POINTS DRIVE, SUITE 100 AUSTIN, TX78726 Chief Marketing Officer Signatures /s/ Christopher G. Schmitt, attorney-in-fact 02/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercise and sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 14, 2018 (the "10b5-1 Plan"). No more than 89,090 shares may be sold in the aggregate under the 10b5-1 Plan, which terminates no later than October 31, 2019, regardless of whether the maximum of 89,090 shares in the aggregate have been sold. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.04, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 3 )Stock option granted on August 19, 2015 (a) as to 37,840 shares, 25% of which vest on August 19, 2016 and then the remaining of which vest in equal installments on a monthly basis over the 36-month period following August 19, 2016, and (b) as to the remaining 60,000 shares, (i) a number of which vest on January 15 of the calendar year following the year in which the grant date occurred ("First Annual Vest Date") equal to the total number of such shares multiplied by the number of days between the grant date and January 1 of the calendar year following the year in which the grant date occurred and divided by 1,460; (ii) 75% of which vest in equal installments on each of the first, second and third anniversaries of the First Annual Vest Date; and (iii) the remaining of which vest on the 15th day of the calendar month following the month in which the fourth anniversary of the grant date occurs.

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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