SEC FORM 3

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^*

JONES HARVEY C

(Last)

(First)

(Middle)

C/O TINTRI, INC.

303 RAVENDALE DRIVE

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2017

3. Issuer Name and Ticker or Trading Symbol
Tintri, Inc. [ TNTR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	4,166⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	8,333	$0.00	I	See footnote⁽³⁾
Series F Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	11,353⁽⁵⁾	$0.00⁽⁴⁾	I	See footnote⁽³⁾
Stock Option (right to buy)	⁽⁶⁾	03/05/2024	Common Stock	33,333	$13.68	D

Explanation of Responses:

1. Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. 3/8 of the RSU's vest on July 5, 2017 and an additional 1/8 of the RSU's shall vest on the 15th day of the following months of September, December, March and June.

2. The Series A Preferred Stock is, at the option of the holder, convertible into shares of Common Stock on a 1-for-1 basis and will automatically convert into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock does not have an expiration date.

3. The shares are held of record by the H.C. Jones Living Trust, for which the Reporting Person serves as trustee.

4. The Series F Preferred Stock is, at the option of the holder, convertible into shares of Common Stock on a 1-for-1 basis and will automatically convert into shares of Common Stock on a 2.9999959-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The Series F Preferred Stock does not have an expiration date.

5. The number of shares of Common Stock reported in the table reflect a conversion on a 1-for-1 basis. The Series F Preferred Stock held by the H.C. Jones Living Trust will convert into a total of 34,058 shares of Common Stock in connection with the Issuer's initial public offering.

6. 1/48 of the shares subject to the option vested on April 5, 2014 and an additional 1/48 of the shares vest monthly thereafter.

Remarks:

	/s/ Michael Coleman, by power of attorney	06/29/2017
	** 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 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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