Sec Form 4 Filing - VEP Group, LLC @ DATTO HOLDING CORP. - 2022-06-23

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
VEP Group, LLC
2. Issuer Name and Ticker or Trading Symbol
DATTO HOLDING CORP. [ MSP]
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 VISTA EQUITY PARTNERS, 4 EMBARCADERO CENTER, 20TH FL.
3. Date of Earliest Transaction (MM/DD/YY)
06/23/2022
(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 06/23/2022 D( 1 ) 113,753,615( 1 ) D $ 35.5 0 I See Footnote( 2 )( 3 )( 4 )
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
VEP Group, LLC
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
Vista Foundation Fund II, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
VISTA FOUNDATION FUND II GP, LLC
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
Vista Foundation Fund II-A, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
VFF II GP (CAYMAN), L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
VFF II GP (CAYMAN), LTD.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
VFF II FAF, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
Vista Foundation Fund II Executive, L.P.
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
Vista Foundation Associates II, LLC
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
Merritt VI Aggregator, LLC
C/O VISTA EQUITY PARTNERS
4 EMBARCADERO CENTER, 20TH FL.
SAN FRANCISCO, CA94111
X
Signatures
/s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of Vista Foundation Fund II, L.P. 06/27/2022
Signature of Reporting Person Date
/s/ Robert F. Smith, Managing Member of the Senior Managing Member of Vista Foundation Fund II GP, LLC 06/27/2022
Signature of Reporting Person Date
/s/ Robert F. Smith, Managing Member of the VEP Group, LLC 06/27/2022
Signature of Reporting Person Date
/s/ Robert F. Smith, sole director and member of the General Partner of the General Partner of Vista Foundation Fund II-A, L.P. 06/27/2022
Signature of Reporting Person Date
/s/ Robert F. Smith, sole director and member of the General Partner of VEP II GP (Cayman), L.P, 06/27/2022
Signature of Reporting Person Date
/s/ Robert F. Smith, sole director and member of VP II GP (Cayman), Ltd. 06/27/2022
Signature of Reporting Person Date
/s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of VFF II FAF, L.P. 06/27/2022
Signature of Reporting Person Date
/s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of Vista Foundation Fund II Executive, L.P. 06/27/2022
Signature of Reporting Person Date
/s/ Robert F. Smith, Managing Member of the Senior Managing Member of Vista Foundation Associates II, L.P. 06/27/2022
Signature of Reporting Person Date
/s/ Robert F. Smith, sole director and member of the General Partner of the General Partner of the Managing Member of Merritt VI Aggregator, LLC 06/27/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated April 11, 2022, by and among Knockout Parent Inc., Knockout Merger Sub Inc., the Issuer, and, for certain limited purposes set forth in the Merger Agreement, Kaseya Holdings Inc. and Kaseya Inc., each share of the Issuer's common stock was canceled and converted into the right to receive $35.50 per share in cash without interest, subject to required withholding taxes.
( 2 )Includes 13,941,912 shares held directly by Vista Foundation Fund II, L.P. ("VFF II"), 3,175,352 shares held directly by Vista Foundation Fund II-A, L.P. ("VFF II-A"), 846,946 shares held directly by VFF II FAF, L.P. ("VFF II FAF"), 208,600 shares held directly by Vista Foundation Fund II Executive, L.P. ("VFF II Executive"), 27,193 shares held directly by Vista Foundation Associates II, LLC ("VF Associates II") and 95,553,611 shares held directly by Merritt VI Aggregator, LLC ("Merritt VI," and collectively with VFF II, VFF II-A, VFF II FAF, VFF II Executive and VF Associates II, the "Vista Funds").
( 3 )Vista Foundation Fund II GP, LLC ("VFF II GP") is the general partner of each of VFF II, VFF II FAF and VFF II Executive. VEP Group, LLC ("VEP Group") is the Senior Managing Member of VFF II GP and VF Associates II. VFF II GP (Cayman), L.P. ("VFF II-A GP") is the general partner of VFF II-A. VFF II GP (Cayman), Ltd. ("VFF II-A UGP") is the general partner of VFF II-A GP. Vista Equity Partners Fund VI, L.P. ("VEPF VI") is the managing member of Merritt VI. Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of VEPF VI. VEPF VI GP. Ltd. ("Fund VI UGP") is the general partner of Fund VI GP. Robert F. Smith is the sole director and one of 11 members of each of VFF II-A UGP and Fund VI UGP. Robert F. Smith is the sole Managing Member of VEP Group.
( 4 )(Continued from footnote 3) Consequently, Mr. Smith, VFF II GP, VFF II-A GP, VFF II-A UGP, VEPF VI, Fund VI GP, Fund VI UGP and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds. Each of the Vista Funds, Mr. Smith, VFF II GP, VFF II-A GP, VFF II-A UGP, VEPF VI, Fund VI GP, Fund VI UGP and VEP Group expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest.

Remarks:
This report is filed as form 1 of 2 to report related transactions for the following filers: Vista Foundation Fund II, L.P., Vista Foundation Fund II-A, L.P., VFF II FAF, L.P., Vista Foundation Fund II Executive, L.P., Vista Foundation Associates II, LLC, Merritt VI Aggregator, LLC, Vista Foundation Fund II GP, LLC, VEP Group, LLC, VFF II GP (Cayman), L.P., VFF II GP (Cayman), Ltd., Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI GP, L.P., VEPF VI GP. Ltd. and Robert F. Smith.

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