SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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. (Last) (First) (Middle) C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/27/2016	3. Issuer Name and Ticker or Trading Symbol BLACKLINE, INC. [ BL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,707,525(1)	D(5)(6)
Common Stock	1,432,474(2)	D(5)(6)
Common Stock	2,000,000(3)	D(5)(6)
Common Stock	288,571(4)	D(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ICONIQ Strategic Partners, L.P. (Last) (First) (Middle) C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* ICONIQ Strategic Partners-B, L.P. (Last) (First) (Middle) C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* ICONIQ Strategic Partners Co-Invest, L.P., BL Series (Last) (First) (Middle) C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* ICONIQ Strategic Partners Co-Invest, L.P., Series BL2 (Last) (First) (Middle) C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* ICONIQ Strategic Partners GP, L.P. (Last) (First) (Middle) C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* ICONIQ Strategic Partners TT GP, Ltd. (Last) (First) (Middle) C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR (Street) 394 PACIFIC AVENUE, 2ND FLOOR CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* Makan Divesh (Last) (First) (Middle) C/O ICONIQ STRATEGIC PARTNERS 394 PACIFIC AVENUE, 2ND FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

Explanation of Responses:

1. ICONIQ Strategic Partners, L.P. ("ICONIQ") is the direct owner of these securities.

2. ICONIQ Strategic Partners-B, L.P. ("ICONIQ B") is the direct owner of these securities.

3. ICONIQ Strategic Partners Co-Invest, L.P., BL Series ("ICONIQ BL") is the direct owner of these securities.

4. ICONIQ Strategic Partners Co-Invest, L.P., BL2 Series ("ICONIQ BL2") is the direct owner of these securities.

5. Iconiq Strategic Partners GP, L.P. ("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.

6. 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.

Remarks:

	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	10/25/2016
	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	10/25/2016
	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	10/25/2016
	ICONIQ Strategic Partners Co-Invest, L.P., BL2 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	10/25/2016
	/s/ Divesh Makan	10/27/2016
	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	10/25/2016
	ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster	10/25/2016
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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