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| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BLACKLINE, INC. [ BL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 11/07/2019 | J(1) | 729,805 | D | (1) | 729,805 | D(5)(9)(10) | |||
| Common Stock | 11/07/2019 | J(2) | 183,167 | D | (2) | 183,166 | D(6)(9)(10) | |||
| Common Stock | 11/07/2019 | J(3) | 229,246 | D | (3) | 229,245 | D(7)(9)(10) | |||
| Common Stock | 11/07/2019 | J(4) | 33,077 | D | (4) | 33,076 | D(8)(9)(10) | |||
| Common Stock | 1,175,292 | I(11) | See Footnote(11) | |||||||
| Common Stock | 223,884 | D(12) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. ICONIQ Strategic Partners, L.P. ("ICONIQ") distributed on November 7, 2019, for no consideration, 729,805 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 November 7, 2019, for no consideration, 183,167 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 November 7, 2019, for no consideration, 229,246 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., BL2 Series ("ICONIQ BL2") distributed on November 7, 2019, for no consideration, 33,077 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 the 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 (729,805), ICONIQ B (183,166), ICONIQ BL (229,245), and ICONIQ BL2 (33,076) 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. |
| Remarks: |
| The Funds are party to a Stockholders' Agreement, dated as of October 27, 2016 (the "Stockholders' Agreement"), by and among entities affiliated with each of Silver Lake Sumeru Fund, L.P., Silver Lake Technology Investors Sumeru, L.P., Therese Tucker and Mario Spanicciati (collectively, the "Other Stockholders") and the Company. By virtue of being a party to the Stockholders' Agreement, each of the Funds may be deemed to be members of a "group", as defined in Rule 13d-5 of the Exchange Act, with the Other Stockholders and/or certain of their affiliates. This report does not include any shares of the Common Stock owned by the Other Stockholders, and each of the Funds and the other reporting persons on this report disclaims beneficial ownership of all such shares for all purposes. |
| 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 | 11/12/2019 | |
| 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 | 11/12/2019 | |
| 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 | 11/12/2019 | |
| 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 | 11/12/2019 | |
| 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 | 11/12/2019 | |
| ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President /s/ Kevin Foster | 11/12/2019 | |
| Divesh Makan /s/ Divesh Makan | 11/12/2019 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||