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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 3)*
(Name of Issuer)
Common Stock, par value $0.00005 per share
(Title of Class of Securities)
(CUSIP Number)
Blair Flicker
General Counsel
Insight Venture Partners
1114 Avenue of the Americas, 36
th
Floor
New York, NY 10036
212-230-9200
With a copy to:
Gordon R. Caplan
Matthew J. Guercio
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
212-728-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this statement on Schedule 13D (this “Schedule 13D”), and is filing this Schedule 13D because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “
Act
”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Explanatory Note
This Amendment No. 3 (this “
Amendment
”) amends the statement on Schedule 13D originally filed on July 10, 2017 (the “
Original Schedule 13D
”), Amendment No. 1 filed on March 5, 2018 (“
Amendment No. 1
”) and Amendment No. 2 filed on May 24, 2018 (“
Amendment No. 2
”, and, together with the Original Schedule 13D and Amendment No. 1, the “
Schedule 13D
”), by Insight Venture Partners VIII, L.P., a Cayman Islands exempted limited partnership, Insight Venture Associates VIII, Ltd., a Cayman Islands exempted company, Insight Holdings Group, LLC, a Delaware limited liability company, Star Trinity, LP, a Delaware limited partnership (“
Star Trinity
”), Star Trinity GP, LLC, a Delaware limited liability company, Insight Venture Management, L.L.C., a Delaware limited liability company, Insight Venture Partners (Cayman) VIII, L.P., a Cayman Islands exempted limited partnership, Insight Venture Partners (Delaware) VIII, L.P., a Delaware limited partnership, Insight Venture Partners VIII (Co-Investors), L.P., a Cayman Islands exempted limited partnership and Insight Venture Associates VIII, L.P., a Cayman Islands exempted limited partnership (collectively with the foregoing entities in this paragraph, the “
Reporting Persons
”). The purpose of this Amendment is solely to correct a clerical error in Amendment No. 2 related to the number of shares beneficially owned by the Reporting Persons. The correct number of shares beneficially owned by the Reporting Persons is set forth on the cover pages to this Amendment. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
To correct the clerical error discussed above, Paragraph (a) of Item 5 is hereby amended and restated in its entirety as follows:
(a) The Reporting Persons may be deemed to have shared dispositive and voting power with respect to 4,501,054 Shares, representing approximately 13.4% of the Shares issued and outstanding. Each Share is entitled to one vote. To the Reporting Persons’ knowledge, no Shares are beneficially owned by any Scheduled Person.
The percentages of beneficial ownership in this Schedule 13D are based on 33,589,244 Shares outstanding as of April 6, 2018, as reflected in the Issuer’s Annual Report on Form 10-K, which was filed with the SEC on May 18, 2018.
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