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*
Thoma Bravo, LLC

(Last) (First) (Middle)
C/O THOMA BRAVO, LLC
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(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)
09/11/2018
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 09/11/2018 J(1) 8,205,934(1) D (1) 5,819,382(2) I See footnote(3)
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*
Thoma Bravo, LLC

(Last) (First) (Middle)
C/O THOMA BRAVO, LLC
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(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 CHICAGO

(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
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(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
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(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
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(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. Represents a distribution of shares by Thoma Bravo Partners XI, L.P. ("TB Partners XI") to its limited partners. 4,209,173 of the shares are subject to customary lock-up restrictions until 60 days from August 15, 2018. The remaining 3,996,761 shares are subject to customary lock-up restrictions until 75 days from August 15, 2018
2. Consists of 3,817,786 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 1,917,342 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A") and 84,254 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI").
3. 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.
Remarks:
Thoma Bravo, LLC by /s/ Bradley Reed, Attorney-in-Fact 09/13/2018
Thoma Bravo Partners XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact 09/13/2018
Thoma Bravo Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact 09/13/2018
Thoma Bravo Fund XI-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact 09/13/2018
Thoma Bravo Executive Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact 09/13/2018
** 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).
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