SEC Form 4 

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^*
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. 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)

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
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 | 12/07/2017 | | S | | 878,973^(1) | D | $34.07^(2) | 4,161,131 | D^(3)(7)(8) |
Common Stock | 12/07/2017 | | S | | 220,605^(1) | D | $34.07^(2) | 1,044,360 | D^(4)(7)(8) |
Common Stock | 12/07/2017 | | S | | 276,103^(1) | D | $34.07^(2) | 1,307,091 | D^(5)(7)(8) |
Common Stock | 12/07/2017 | | S | | 39,838^(1) | D | $34.07^(2) | 188,594 | D^(6)(7)(8) |
Common Stock | | | | | | | | 6,701,176 | I^(9) | See Footnote^(9)
Common Stock | | | | | | | | 17,087 | D^(10) |

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 (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^*
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) 
SAN FRANCISCO | 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. Represents shares of BlackLine, Inc.'s (the "Issuer") Common Stock sold in an underwritten secondary offering.
2. Represents the sale price to the underwriters in the secondary offering of $34.07 per share.
3. ICONIQ Strategic Partners, L.P. ("ICONIQ") is the direct owner of these securities.
4. ICONIQ Strategic Partners-B, L.P. ("ICONIQ B") is the direct owner of these securities.
5. ICONIQ Strategic Partners Co-Invest, L.P., BL Series ("ICONIQ BL") is the direct owner of these securities.
6. ICONIQ Strategic Partners Co-Invest, L.P., BL2 Series ("ICONIQ BL2") is the direct owner of these securities.
7. 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.
8. 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.
9. This number represents shares held by ICONIQ (4,161,131), ICONIQ B (1,044,360), ICONIQ BL (1,307,091), and ICONIQ BL2 (188,594) 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.
10. These shares are directly held by Makan through a family trust that he controls.
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 | 12/08/2017
| 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 | 12/08/2017
| 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 | 12/08/2017
| 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 | 12/08/2017
| 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 | 12/08/2017
| ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster | 12/08/2017
| Divesh Makan, /s/ Divesh Makan | 12/08/2017
| ** 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.
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