SEC FORM 4

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^*

ICONIQ STRATEGIC PARTNERS II, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Fastly, Inc. [ FSLY ]

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)
05/21/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Convertible Preferred Stock	⁽¹⁾	05/21/2019		C			4,174,259	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	4,174,259	$0.00	0	I	See Footnote⁽³⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	05/21/2019		C			3,267,601	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	3,267,601	$0.00	0	I	See Footnote⁽⁴⁾⁽⁵⁾
Series D Convertible Preferred Stock	⁽¹⁾	05/21/2019		C			1,860,465	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	1,860,465	$0.00	0	I	See Footnote⁽⁴⁾⁽⁶⁾
Series E Convertible Preferred Stock	⁽⁷⁾	05/21/2019		C			481,911	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽²⁾	481,911	$0.00	0	I	See Footnote⁽³⁾⁽⁴⁾
Series E Convertible Preferred Stock	⁽⁷⁾	05/21/2019		C			377,263	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽²⁾	377,263	$0.00	0	I	See Footnote⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽²⁾	05/21/2019		C		4,656,170		⁽²⁾	⁽²⁾	Class A Common Stock	4,656,170	$0.00	4,656,170	I	See Footnote⁽³⁾⁽⁴⁾
Class B Common Stock	⁽²⁾	05/21/2019		C		3,644,864		⁽²⁾	⁽²⁾	Class A Common Stock	3,644,864	$0.00	3,644,864	I	See Footnote⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽²⁾	05/21/2019		C		1,860,465		⁽²⁾	⁽²⁾	Class A Common Stock	1,860,465	$0.00	1,860,465	I	See Footnote⁽⁴⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(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^*

ICONIQ STRATEGIC PARTNERS II-B, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(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^*

ICONIQ Strategic Partners II Co-Invest, L.P., Series FT

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(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^*

ICONIQ Strategic Partners II GP, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(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^*

ICONIQ Strategic Partners II TT GP, Ltd

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(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^*

Griffith William J.G.

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(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^*

Makan Divesh

(Last)

(First)

(Middle)

C/O ICONIQ STRATEGIC PARTNERS

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(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. Each share of Series D Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series D Convertible Preferred Stock has no expiration date.

2. Each share of Class B Common Stock will convert automatically into Class A Common Stock upon any transfer except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. Following the closing of the initial public offering, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earliest of (i) the first trading day falling nine months after the date on which the shares of Class B Common Stock represent less than 10% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock, (ii) the date specified by the vote of the holders of Class B Common Stock representing at least a majority of the outstanding shares of Class B Common Stock, or (iii) the first trading day falling ten years after the Effective Time as defined in the Issuer's amended and restated certificate of incorporation.

3. These shares are held directly by ICONIQ Strategic Partners II, L.P. ("ICONIQ II"). ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP") is the general partner of ICONIQ II. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP"), is the general partner of ICONIQ GP. Divesh Makan ("Makan") and William Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP.

4. Each of ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

5. These shares are held directly by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B"). ICONIQ GP is the general partner of ICONIQ II-B. ICONIQ Parent GP is the general partner of ICONIQ GP. Makan and Griffith are the sole equity holders and directors of ICONIQ Parent GP.

6. These shares are held directly by ICONIQ Strategic Partners II Co-Invest, L.P., Series FT ("ICONIQ II Series FT"). ICONIQ GP is the general partner of ICONIQ II Series FT. ICONIQ Parent GP is the general partner of ICONIQ GP. Makan and Griffith are the sole equity holders and directors of ICONIQ Parent GP.

7. Each share of Series E Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series E Convertible Preferred Stock has no expiration date.

Remarks:

	ICONIQ Strategic Partners II, L.P., By: ICONIQ Strategic Partners II GP, L.P., its general partner, By: ICONIQ Strategic Partners II TT GP, Ltd., its general partner, By: /s/ Kevin Foster	05/21/2019
	ICONIQ Strategic Partners II-B, L.P., By: ICONIQ Strategic Partners II GP, L.P., its general partner, By: ICONIQ Strategic Partners II TT GP, Ltd., its general partner, By: /s/ Kevin Foster	05/21/2019
	ICONIQ Strategic Partners II Co-Invest, L.P., Series FT, By: ICONIQ Strategic Partners II GP, L.P., its general partner, By: ICONIQ Strategic Partners II TT GP, Ltd., its general partner, By: /s/ Kevin Foster	05/21/2019
	ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., its general partner, By: /s/ Kevin Foster	05/21/2019
	ICONIQ Strategic Partners II TT GP, Ltd., By: /s/ Kevin Foster	05/21/2019
	/s/ William J.G. Griffith	05/21/2019
	/s/ Divesh Makan	05/21/2019
	** 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 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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