Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Fastly, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
31188V100
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 12 Pages
Exhibit Index Contained on Page 11
| CUSIP NO. 31188V100 | 13 G | Page 2 of 12 |
| 1 | NAME OF REPORTING PERSON August Capital VI, L.P. (“August VI”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |
| CUSIP NO. 31188V100 | 13 G | Page 3 of 12 |
| 1 | NAME OF REPORTING PERSON August Capital VI Special Opportunities, L.P. (“August VI SO”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 396,542 shares, except that ACM VI, the general partner of August VI SO, may be deemed to have sole power to vote these shares, and W. Eric Carlborg (“Carlborg”), Howard Hartenbaum (“Hartenbaum”) and David M. Hornik (“Hornik”), the members of ACM VI, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 396,542 shares, except that ACM VI, the general partner of August VI SO, may be deemed to have sole power to dispose of these shares, and Carlborg, Hartenbaum and Hornik, the members of ACM VI, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 396,542 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.4% |
| 12 | TYPE OF REPORTING PERSON | PN |
| CUSIP NO. 31188V100 | 13 G | Page 4 of 12 |
| 1 | NAME OF REPORTING PERSON August Capital Management VI, L.L.C. (“ACM VI”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 396,542 shares, of which all are directly owned by August VI SO. ACM VI, the general partner of August VI SO, may be deemed to have sole power to vote these shares, and Carlborg, Hartenbaum and Hornik, the members of ACM VI, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 396,542 shares, of which all are directly owned by August VI SO. ACM VI, the general partner of August VI SO, may be deemed to have sole power to vote these shares, and Carlborg, Hartenbaum and Hornik, the members of ACM VI, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 396,542 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.4% |
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP NO. 31188V100 | 13 G | Page 5 of 12 |
| 1 | NAME OF REPORTING PERSON W. Eric Carlborg (“Carlborg”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 80,459 shares |
| 6 | SHARED VOTING POWER 396,542 shares, of which all are directly owned by August VI SO. ACM VI is the general partner of August VI SO, and Carlborg, a member of ACM VI, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 80,459 shares | |
| 8 | SHARED DISPOSITIVE POWER 396,542 shares, of which all are directly owned by August VI SO. ACM VI is the general partner of August VI SO, and Carlborg, a member of ACM VI, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 477,001 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.5% |
| 12 | TYPE OF REPORTING PERSON | IN |
| CUSIP NO. 31188V100 | 13 G | Page 6 of 12 |
| 1 | NAME OF REPORTING PERSON Howard Hartenbaum (“Hartenbaum”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
| NUMBER OF | 5 | SOLE VOTING POWER 200,000 shares |
| SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
6 | SHARED VOTING POWER 396,542 shares, of which all are directly owned by August VI SO. ACM VI is the general partner of August VI SO, and Hartenbaum, a member of ACM VI, may be deemed to have shared power to vote these shares. |
| 7 | SOLE DISPOSITIVE POWER 200,000 shares | |
| 8 | SHARED DISPOSITIVE POWER 396,542 shares, of which all are directly owned by August VI SO. ACM VI is the general partner of August VI SO, and Hartenbaum, a member of ACM VI, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 596,542 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.6% |
| 12 | TYPE OF REPORTING PERSON | IN |
| CUSIP NO. 31188V100 | 13 G | Page 7 of 12 |
| 1 | NAME OF REPORTING PERSON David M. Hornik (“Hornik”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
| NUMBER OF | 5 | SOLE VOTING POWER 175,800 shares |
| SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
6 | SHARED VOTING POWER 396,542 shares, of which all are directly owned by August VI SO. ACM VI is the general partner of August VI SO, and Hornik, a member of ACM VI, may be deemed to have shared power to vote these shares. |
| 7 | SOLE DISPOSITIVE POWER 175,800 shares | |
| 8 | SHARED DISPOSITIVE POWER 396,542 shares, of which all are directly owned by August VI SO. ACM VI is the general partner of August VI SO, and Hornik, a member of ACM VI, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 572,342 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.6% |
| 12 | TYPE OF REPORTING PERSON | IN |
| CUSIP NO. 31188V100 | 13 G | Page 8 of 12 |
| ITEM 1(A). | NAME OF ISSUER |
Fastly, Inc.
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
475 Brannan Street, Suite 300
San Francisco, California 94107
| ITEM 2(A). | NAME OF PERSONS FILING |
This Statement is filed by August Capital VI, L.P., a Delaware limited partnership (“August VI”), August Capital VI Special Opportunities, L.P. (“August VI SO”), August Capital Management VI, L.L.C., a Delaware limited liability company (“ACM VI”), and W. Eric Carlborg (“Carlborg”), Howard Hartenbaum (“Hartenbaum”) and David M. Hornik (“Hornik”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
ACM VI, the general partner of August VI and August VI SO, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by August VI and August VI SO.
Carlborg, Hartenbaum and Hornik are members of ACM VI and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by August VI and August VI SO.
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each reporting person is:
August Capital
PMB #456
600 4th Street
San Francisco, California 94107
| ITEM 2(C). | CITIZENSHIP |
August VI and August VI SO are Delaware limited partnerships. ACM VI is a Delaware limited liability company. Carlborg, Hartenbaum and Hornik are United States Citizens.
| ITEM 2(D) and (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
Class A Common Stock
CUSIP # 31188V100
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2020 (based on 101,178,933 shares of Class A Common Stock of the issuer outstanding.
| CUSIP NO. 31188V100 | 13 G | Page 9 of 12 |
| (a) | Amount beneficially owned: |
See Row 9 of cover page for each Reporting Person.
| (b) | Percent of Class: |
See Row 11 of cover page for each Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page for each Reporting Person.
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page for each Reporting Person.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x Yes
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Under certain circumstances set forth in the limited partnership agreements of August VI and August VI SO, and the limited liability company agreement of ACM VI, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable.
| ITEM 10. | CERTIFICATION |
Not applicable.
| CUSIP NO. 31188V100 | 13 G | Page 10 of 12 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 16, 2021
| AUGUST CAPITAL VI, L.P., a Delaware Limited Partnership | ||
| AUGUST CAPITAL VI SPECIAL OPPORTUNITIES, L.P., a Delaware Limited Partnership | ||
| AUGUST CAPITAL MANAGEMENT VI, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ Abigail Hipps | |
| Abigail Hipps | ||
| Attorney-in-Fact* | ||
| W. ERIC CARLBORG | ||
| HOWARD HARTENBAUM | ||
| DAVID M. HORNIK | ||
| By: | /s/ Abigail Hipps | |
| Abigail Hipps | ||
| Attorney-in-Fact* | ||
*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
| CUSIP NO. 31188V100 | 13 G | Page 11 of 12 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 13 |
| CUSIP NO. 31188V100 | 13 G | Page 12 of 12 |
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Fastly, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.