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*
Jericho Capital Asset Management L.P.

(Last) (First) (Middle)
510 MADISON AVENUE
27TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2019
3. Issuer Name and Ticker or Trading Symbol
FORESCOUT TECHNOLOGIES, INC [ FSCT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Potential Group Members
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, $0.001 par value 3,345,094 I See Footnote(1)(2)(3)
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*
Jericho Capital Asset Management L.P.

(Last) (First) (Middle)
510 MADISON AVENUE
27TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Potential Group Members
1. Name and Address of Reporting Person*
Resnick Josh

(Last) (First) (Middle)
510 MADISON AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Potential Group Members
Explanation of Responses:
1. Securities held for the accounts of certain private investment funds for which Jericho Capital Asset Management L.P. ("Jericho") acts as investment adviser, including Jericho Capital Master Fund L.P. and Jericho Capital Special Opportunities Master L.P. (collectively, "the Jericho Funds"). The general partner of Jericho is controlled by Josh Resnick.
2. For purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of Jericho and Mr. Resnick expressly disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Jericho or Mr. Resnick is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
3. Jericho and Mr. Resnick may be deemed to be members of a "group" for the purposes of Section 13(d)(3) of the Exchange Act with Corvex Management LP and certain of its affiliates (the "Corvex Parties"). Each of Jericho, Mr. Resnick and the Jericho Funds disclaims beneficial ownership of the securities of the Issuer owned directly by the Corvex Parties. The Corvex Parties are separately filing a Form 3. The filing of this Form 3 is being made as the collective beneficial ownership of shares of common stock held by Jericho and Mr. Resnick and the Corvex Parties (based upon the information contained in the Schedule 13D filed by the Corvex Parties) exceeds 10 percent of the outstanding shares of common stock, and the filing of this Form 3 shall not be considered an admission that Jericho and Mr. Resnick are members of a "group" with the Corvex Parties.
Jericho Capital Asset Management L.P., By: Jericho Capital Holdings LLC, its general partner, By: /s/ Josh Resnick, Managing Member 10/28/2019
/s/ Josh Resnick 10/28/2019
** 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 5 (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).
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