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Sec Form 4 Filing - SLTA Sumeru (GP) L.L.C. @ BLACKLINE Inc - 2017-12-07

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
SLTA Sumeru (GP), L.L.C.
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 SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2017
(Street)
MENLO PARK, CA94025
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 12/07/2017 S 2,626,246 ( 1 ) D $ 34.07 ( 2 ) 12,432,847 I Held through Silver Lake Sumeru Fund, L.P. ( 3 ) ( 5 ) ( 6 ) ( 7 )
Common Stock 12/07/2017 S 23,452 ( 1 ) D $ 34.07 ( 2 ) 111,026 I Held through Silver Lake Technology Investors Sumeru, L.P. ( 4 ) ( 5 ) ( 6 ) ( 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
SLTA Sumeru (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Group, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SHAH AJAY
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Technology Associates Sumeru, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Sumeru Fund LP
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Technology Investors Sumeru, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Signatures
/s/ Karen M. King, Managing Director of Silver Lake Group, L.L.C. 12/08/2017
** Signature of Reporting Person Date
/s/ Ajay Shah 12/08/2017
** Signature of Reporting Person Date
/s/ Ajay Shah, Managing Director of SLTA Sumeru (GP), L.L.C. 12/08/2017
** Signature of Reporting Person Date
/s/ Ajay Shah, Managing Director of SLTA Sumeru (GP), L.L.C., general partner of Silver Lake Technology Associates Sumeru, L.P. 12/08/2017
** Signature of Reporting Person Date
/s/ Ajay Shah, Managing Director of SLTA Sumeru (GP), L.L.C., general partner of Silver Lake Technology Associates Sumeru, L.P., general partner of Silver Lake Sumeru Fund, L.P. 12/08/2017
** Signature of Reporting Person Date
/s/ Ajay Shah, Managing Director of SLTA Sumeru (GP), L.L.C., general partner of Silver Lake Technology Associates Sumeru, L.P., general partner of Silver Lake Technology Investors Sumeru, L.P. 12/08/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of BlackLine, Inc.'s (the "Issuer") Common Stock sold in an underwritten secondary offering.
( 2 )Represents the sale price to the underwriter in the secondary offering of $34.07 per share.
( 3 )Silver Lake Group, L.L.C. ("SLG") and Ajay Shah ("Shah") are the managing members of SLTA Sumeru (GP), L.L.C. ("SLTA"), which is the general partner of Silver Lake Technology Associates Sumeru, L.P. ("SLT LP"), which is the general partner of Silver Lake Sumeru Fund, L.P. ("SLSF"), which directly holds these shares of Common Stock.
( 4 )SLG and Shah are the managing members of SLTA, which is the general partner of SLT LP, which is the general partner of Silver Lake Technology Investors Sumeru, L.P. ("SLTI", and collectively with SLG, Shah, SLTA, SLT LP and SLSF, the "Reporting Persons"), which directly holds these shares of Common Stock.
( 5 )As the general partner of each of SLSF and SLTI, SLT LP may be deemed to share voting and dispositive power with respect to the Common Stock directly held by SLSF and SLTI (the "Silver Lake Sumeru Shares"). As the general partner of SLT LP, SLTA may be deemed to share voting and dispositive power with respect to the Silver Lake Sumeru Shares. As the managing members of SLTA, SLG and Shah may each be deemed to share voting and dispositive power with respect to the Silver Lake Sumeru Shares.
( 6 )Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
( 7 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:
Pursuant to the Stockholders Agreement, dated as of October 27, 2016, by and among the Issuer, SLSF, SLTI, Iconiq Strategic Partners, L.P., Therese Tucker and Mario Spanicciati, SLSF and SLTI will have the right to appoint or nominate for election to the Issuer's board of directors, as applicable, (i) seven directors of up to a 13 member board for so long as the Silver Lake Sumeru Shares constitute more than 35% of the total number of shares of the Issuer's common stock then outstanding; (ii) six directors for so long as the Silver Lake Sumeru Shares constitute 35% or less, but more than 25% of the total number of shares of the Issuer's common stock then outstanding; (iii) three directors for so long as the Silver Lake Sumeru Shares constitute 25% or less, but more than 20% of the total number of shares of the Issuer's common stock then outstanding; (iv) two directors for so long as the Silver Lake Sumeru Shares constitute 20% or less, but more than 10% of the total number of shares of the Issuer's common stock then outstanding; and (v) one director for so long as the Silver Lake Sumeru Shares constitute 10% or less but at least 5% of the total number of shares of the Issuer's common stock then outstanding. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

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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