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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Thoma Bravo, LLC (Last) (First) (Middle) C/O THOMA BRAVO, LLC 300 NORTH LASALLE STREET, SUITE 4350 (Street) CHICAGO IL 60654 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Sailpoint Technologies Holdings, Inc. [ SAIL ]	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) 11/21/2017
	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	11/21/2017		C(1)		18,137,245(2)	A	(1)	56,817,016(3)	I	See footnote(4)
Common Stock	11/21/2017		S		5,000,000(5)	D	$11.16(6)	51,817,016(7)	I	See footnote(4)

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
Series A Convertible Preferred Stock	(1)	11/21/2017		C(1)			18,137,245(2)	(1)	(1)	Common Stock	18,137,245(1)(2)	(1)	0	I	See footnote(4)

1. Name and Address of Reporting Person* Thoma Bravo, LLC (Last) (First) (Middle) C/O THOMA BRAVO, LLC 300 NORTH LASALLE STREET, SUITE 4350 (Street) CHICAGO IL 60654 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO PARTNERS XI, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, LLC 300 NORTH LASALLE STREET, SUITE 4350 (Street) CHICAGO IL 60654 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO FUND XI, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, LLC 300 NORTH LASALLE STREET, SUITE 4350 (Street) CHICAGO IL 60654 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO FUND XI-A, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, LLC 300 NORTH LASALLE STREET, SUITE 4350 (Street) CHICAGO IL 60654 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO EXECUTIVE FUND XI, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, LLC 300 NORTH LASALLE STREET, SUITE 4350 (Street) CHICAGO IL 60654 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Immediately prior to the closing of the issuer's initial public offering, each outstanding share of preferred stock automatically converted into a number of shares of common stock equal to the result of the liquidation value of such share of preferred stock divided by the initial public offering price per share of common stock of $12.00. The liquidation value for each share of preferred stock was equal to $1,000 plus accrued and unpaid dividends on such share of preferred stock. There was no expiration date.

2. Consists of 11,898,857 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 5,975,856 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A") and 262,532 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI").

3. Consists of 37,274,528 shares held directly by TB Fund XI, 18,720,144 shares held directly by TB Fund XI-A and 822,344 shares held directly by TB Exec Fund XI.

4. Thoma Bravo Partners XI, L.P. ("TB Partners XI") is the general partner of each of TB Fund XI, TB Fund XI-A and TB Exec Fund XI. Thoma Bravo, LLC ("TB, LLC") is the general partner of TB Partners XI. By virtue of the relationships described in this footnote, TB, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund XI, TB Fund XI-A and TB Exec Fund XI. Each of TB Partners XI and TB, LLC disclaims beneficial ownership of the shares owned by TB Fund XI, TB Fund XI-A and TB Exec Fund XI except to the extent of its pecuniary interest therein.

5. Consists of 3,280,225 shares held directly by TB Fund XI, 1,647,410 shares held directly by TB Fund XI-A and 72,365 shares held directly by TB Exec Fund XI.

6. Represents the initial public offering price to the public of $12.00 per share, less the underwriters' discount of $0.84 per share.

7. Consists of 33,994,303 shares held directly by TB Fund XI, 17,072,734 shares held directly by TB Fund XI-A and 749,979 shares held directly by TB Exec Fund XI.

Remarks:

	Thoma Bravo, LLC by /s/ Bradley Reed, Attorney-in-Fact	11/22/2017
	Thoma Bravo Partners XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact	11/22/2017
	Thoma Bravo Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact	11/22/2017
	Thoma Bravo Fund XI-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact	11/22/2017
	Thoma Bravo Executive Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact	11/22/2017
	** Signature of Reporting Person	Date
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