Sec Form 4 Filing - ICONIQ Strategic Partners, L.P. @ BLACKLINE, INC. - 2017-09-06

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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
ICONIQ Strategic Partners, L.P.
2. Issuer Name and Ticker or Trading Symbol
BLACKLINE, INC. [ BL]
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 ICONIQ STRATEGIC PARTNERS, 394 PACIFIC AVENUE, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/06/2017
(Street)
SAN FRANCISCO, CA94111
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 09/06/2017 J( 1 ) 1,326,904 D 5,040,104 D ( 5 ) ( 9 ) ( 10 )
Common Stock 09/06/2017 J( 2 ) 333,026 D 1,264,965 D ( 6 ) ( 9 ) ( 10 )
Common Stock 09/06/2017 J( 3 ) 416,806 D 1,583,194 D ( 7 ) ( 9 ) ( 10 )
Common Stock 09/06/2017 J( 4 ) 60,139 D 228,432 D ( 8 ) ( 9 ) ( 10 )
Common Stock 8,116,695 I ( 11 ) See Footnote ( 11 )
Common Stock 16,951 D ( 12 )
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
ICONIQ Strategic Partners, L.P.
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
ICONIQ Strategic Partners-B, L.P.
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
ICONIQ Strategic Partners Co-Invest, L.P., BL Series
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
ICONIQ Strategic Partners Co-Invest, L.P., Series BL2
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
ICONIQ Strategic Partners GP, L.P.
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
ICONIQ Strategic Partners TT GP, Ltd.
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
Makan Divesh
C/O ICONIQ STRATEGIC PARTNERS
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
Signatures
ICONIQ Strategic Partners, L.P., by ICONIQ Strategic Partners GP, L.P., its general partner, by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 09/07/2017
Signature of Reporting Person Date
ICONIQ Strategic Partners-B, L.P., by ICONIQ Strategic Partners GP, L.P., its general partner, by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 09/07/2017
Signature of Reporting Person Date
ICONIQ Strategic Partners Co-Invest, L.P., BL Series, by ICONIQ Strategic Partners GP, L.P., its general partner, by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 09/07/2017
Signature of Reporting Person Date
ICONIQ Strategic Partners Co-Invest, L.P., Series BL2, by ICONIQ Strategic Partners GP, L.P., its general partner, by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 09/07/2017
Signature of Reporting Person Date
ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 09/07/2017
Signature of Reporting Person Date
ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 09/07/2017
Signature of Reporting Person Date
Divesh Makan, /s/ Divesh Makan 09/07/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )ICONIQ Strategic Partners, L.P. ("ICONIQ") distributed on September 6, 2017, for no consideration, 1,326,904 shares of Common Stock of the Issuer (the "ICONIQ Shares") to its limited partners and to Iconiq Strategic Partners GP, L.P. ("ICONIQ GP"), the general partner of ICONIQ, representing each such partner's pro rata interest in such ICONIQ Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ Shares it received in the distribution by ICONIQ to its partners, representing each such partner's pro rata interest in such ICONIQ Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
( 2 )ICONIQ Strategic Partners-B, L.P. ("ICONIQ B") distributed on September 6, 2017, for no consideration, 333,026 shares of Common Stock of the Issuer (the "ICONIQ B Shares") to its limited partners and to ICONIQ GP, the general partner of ICONIQ B, representing each such partner's pro rata interest in such ICONIQ B Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ B Shares it received in the distribution by ICONIQ B to its partners, representing each such partner's pro rata interest in such ICONIQ B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
( 3 )ICONIQ Strategic Partners Co-Invest, L.P., BL Series ("ICONIQ BL") distributed on September 6, 2017, for no consideration, 416,806 shares of Common Stock of the Issuer (the "ICONIQ BL Shares") to its limited partners and to ICONIQ GP, the general partner of ICONIQ BL, representing each such partner's pro rata interest in such ICONIQ BL Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ BL Shares it received in the distribution by ICONIQ BL to its partners, representing each such partner's pro rata interest in such ICONIQ BL Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
( 4 )ICONIQ Strategic Partners Co-Invest, L.P., Series BL2 ("ICONIQ BL2") distributed on September 6, 2017, for no consideration, 60,139 shares of Common Stock of the Issuer (the "ICONIQ BL2 Shares") to its limited partners and to ICONIQ GP, the general partner of ICONIQ BL2, representing each such partner's pro rata interest in such ICONIQ BL2 Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ BL2 Shares it received in th e distribution by ICONIQ BL2 to its partners, representing each such partner's pro rata interest in such ICONIQ BL2 Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
( 5 )ICONIQ is the direct owner of these securities.
( 6 )ICONIQ B is the direct owner of these securities.
( 7 )ICONIQ BL is the direct owner of these securities.
( 8 )ICONIQ BL2 is the direct owner of these securities.
( 9 )ICONIQ GP is the sole general partner of each of ICONIQ, ICONIQ B, ICONIQ BL and ICONIQ BL2 (collectively, the "Funds"). ICONIQ Strategic Partners TT GP, Ltd. (the "ICONIQ Parent GP") is the sole general partner of ICONIQ GP. Divesh Makan ("Makan") is an equity holder and director of ICONIQ Parent GP.
( 10 )Each of ICONIQ GP, ICONIQ Parent GP and Makan disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 11 )This number represents shares held by ICONIQ (5,040,104), ICONIQ B (1,264,965), ICONIQ BL (1,583,194), and ICONIQ BL2 (228,432) respectively. Each of ICONIQ GP, ICONIQ Parent GP and Makan disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 12 )These shares are directly held by Makan through a family trust that he controls. Includes ICONIQ Shares, ICONIQ B Shares, ICONIQ BL Shares and ICONIQ BL2 Shares received in the distributions described in footnotes (1), (2), (3) and (4) above. Makan disclaims beneficial ownership of the securities held by such trust for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

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