Sec Form 13G Filing - Pitango Venture Capital Fund III (USA) L.P. filing for FORESCOUT TECHNOLOGIES INC (FSCT) - 2020-02-12

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

ForeScout Technologies, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

34553D101

(CUSIP Number)

 

Ofira Kadmor

Director of Finance
Pitango Venture Capital
11 HaMenofim St. Bldg. B
Herzliya 46725, Israel
Tel +972-9-971-8100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 31, 2019

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

   o  Rule 13d-1(b)

 

   o  Rule 13d-1(c)

 

   x  Rule 13d-1(d)

  

*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).

 

 

 

 

  

CUSIP No. 34553D101   13G/A   Page 2 of 15 Pages

 

1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Pitango Venture Capital Fund III (USA) L.P.

EIN - 94-3355493

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
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
 
1,789,894
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
1,789,894
  8.  

SHARED DISPOSITIVE POWER
 

0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,789,894
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.8% (1)
12.   TYPE OF REPORTING PERSON (see instructions)

PN

  

(1) This percentage is calculated based on 47,173,269 shares of common stock of the Issuer that were issued and outstanding as of November 1, 2019, which number appeared in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, which was filed by the Issuer with the SEC on November 6, 2019.

 

 

 

  

CUSIP No. 34553D101   13G/A   Page 3 of 15 Pages

 

1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Pitango Venture Capital Fund III (USA) Non-Q L.P.

EIN - 94-3361448

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
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
 
165,518
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
165,518
  8.  

SHARED DISPOSITIVE POWER
 

0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

165,518
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.4% (1)
12.   TYPE OF REPORTING PERSON (see instructions)

PN

 

(1) This percentage is calculated based on 47,173,269 shares of common stock of the Issuer that were issued and outstanding as of November 1, 2019, which number appeared in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, which was filed by the Issuer with the SEC on November 6, 2019.

 

 

 

  

CUSIP No. 34553D101   13G/A   Page 4 of 15 Pages

 

1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Pitango Venture Capital Fund III (Israeli Investors) L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
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
 
483,978
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
483,978
  8.  

SHARED DISPOSITIVE POWER
 

0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

483,978
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.0% (1)
12.   TYPE OF REPORTING PERSON (see instructions)

PN

 

(1) This percentage is calculated based on 47,173,269 shares of common stock of the Issuer that were issued and outstanding as of November 1, 2019, which number appeared in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, which was filed by the Issuer with the SEC on November 6, 2019.

 

 

 

  

CUSIP No. 34553D101   13G/A   Page 5 of 15 Pages

 

1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Pitango Parallel Investor Fund III (USA) L.P.

EIN - 94-3390563

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
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
 
245,947
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
245,947
  8.  

SHARED DISPOSITIVE POWER
 

0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

245,947
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.5% (1)
12.   TYPE OF REPORTING PERSON (see instructions)

PN

 

(1) This percentage is calculated based on 47,173,269 shares of common stock of the Issuer that were issued and outstanding as of November 1, 2019, which number appeared in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, which was filed by the Issuer with the SEC on November 6, 2019.

  

 

 

  

CUSIP No. 34553D101   13G/A   Page 6 of 15 Pages

 

1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Pitango Principals Fund III (USA) L.P.

EIN - 77-0552344

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
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
 
63,004
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
63,004
  8.  

SHARED DISPOSITIVE POWER
 

0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

63,004
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.1% (1)
12.   TYPE OF REPORTING PERSON (see instructions)

PN

 

(1) This percentage is calculated based on 47,173,269 shares of common stock of the Issuer that were issued and outstanding as of November 1, 2019, which number appeared in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, which was filed by the Issuer with the SEC on November 6, 2019.

 

 

 

  

CUSIP No. 34553D101   13G/A   Page 7 of 15 Pages

 

1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Pitango Venture Capital Fund III Trusts 2000 Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
3.   SEC USE ONLY
 
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   5.   SOLE VOTING POWER
 
125,972 (1)
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
125,972 (1)
  8.  

SHARED DISPOSITIVE POWER
 

0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

125,972 (1)
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.3% (2)
12.   TYPE OF REPORTING PERSON (see instructions)

CO

 

(1) These shares of common stock are held on behalf of (a) Pitango CEO Fund III (USA) L.P. and Pitango CEO Fund III (Israel) L.P. (115,378 shares, in the aggregate) and (iii) Pitango Families Fund III (Israel) L.P. (10,594 shares).

 

(2) This percentage is calculated based on 47,173,269 shares of common stock of the Issuer that were issued and outstanding as of November 1, 2019, which number appeared in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, which was filed by the Issuer with the SEC on November 6, 2019.

 

 

 

  

CUSIP No. 34553D101   13G/A   Page 8 of 15 Pages

 

1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Pitango V.C. Fund III General Partner

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
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
 
2,264,363 (1)
  6.   SHARED VOTING POWER
 
115,378 (2)
  7.   SOLE DISPOSITIVE POWER
 
2,264,363 (1)
  8.  

SHARED DISPOSITIVE POWER
 

115,378 (2)

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,379,741 (3)
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0% (4)
12.   TYPE OF REPORTING PERSON (see instructions)

PN

  

(1) Consists of (i) the 2,264,363 shares of common stock of the Issuer, in the aggregate, held by Pitango Venture Capital Fund III (USA) L.P., Pitango Venture Capital Fund III (USA) Non-Q L.P., Pitango Parallel Investor Fund III (USA) L.P, and Pitango Principals Fund III (USA) L.P., for each of which the Reporting Person serves as general partner and possesses sole voting and dispositive power with respect to its shares.

(2) Consists of the 115,378 shares of common stock, in the aggregate, held by Pitango Venture Capital Fund III Trusts 2000 Ltd. on behalf of (i) Pitango CEO Fund III (USA) L.P. and (ii) Pitango CEO Fund III (Israel) L.P. The Reporting Person serves as sole general partner of, and manages, the entities identified in the foregoing clauses (i) and (ii) and therefore shares indirect voting and dispositive power with respect to those 115,378 shares.

(3) Consists of the shares of common stock identified in footnotes (1) and (2) above.

(4) This percentage is calculated based on 47,173,269 shares of common stock of the Issuer that were issued and outstanding as of November 1, 2019, which number appeared in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, which was filed by the Issuer with the SEC on November 6, 2019.

 

 

 

 

CUSIP No. 34553D101   13G/A   Page 9 of 15 Pages

 

1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Pitango V.C. Fund III (Israel) GP

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨
3.   SEC USE ONLY
 
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   5.   SOLE VOTING POWER
 
483,978 (1)
  6.   SHARED VOTING POWER
 
10,594 (2)
  7.   SOLE DISPOSITIVE POWER
 
483,978 (1)
  8.  

SHARED DISPOSITIVE POWER
 

10,594 (2)

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

494,572 (3)
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.0% (4)
12.   TYPE OF REPORTING PERSON (see instructions)

PN

  

(1) Consists of the 483,978 shares of common stock of the Issuer held by Pitango Venture Capital Fund III (Israeli Investors) L.P., for which the Reporting Person serves as general partner and possesses sole voting and dispositive power with respect to its shares.

(2) Consists of the 10,594 shares of common stock held by Pitango Venture Capital Fund III Trusts 2000 Ltd. on behalf of Pitango Families Fund III (Israel) L.P. The Reporting Person serves as general partner for, and manages, Pitango Families Fund III (Israel) L.P. and therefore shares indirect voting and dispositive power with respect to those 10,594 shares.

(3) Consists of the shares of common stock identified in footnotes (1) and (2) above.

(4) This percentage is calculated based on 47,173,269 shares of common stock of the Issuer that were issued and outstanding as of November 1, 2019, which number appeared in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, which was filed by the Issuer with the SEC on November 6, 2019.

 

 

 

 

Item 1.

 

(a) Name of Issuer
ForeScout Technologies, Inc.
   
(b) Address of Issuer’s Principal Executive Offices
190 West Tasman Drive, San Jose, California 95134

 

Item 2.

 

(a)

Name of Person Filing:


(i) Pitango Venture Capital Fund III (USA) L.P.;

(ii) Pitango Venture Capital Fund III (USA) Non-Q L.P.;

(iii) Pitango Venture Capital Fund III (Israeli Investors) L.P. (“Pitango Israeli Investors”);

(iv) Pitango Parallel Investor Fund III (USA) L.P;

(v) Pitango Principals Fund III (USA) L.P.;

(vi) Pitango Venture Capital Fund III Trusts 2000 Ltd. (“Pitango Trusts”);

(vii) Pitango V.C. Fund III General Partner (the “Pitango GP”); and

(viii) Pitango V.C. Fund III (Israel) GP (the “Pitango Israeli GP”).

 

Pitango Trusts holds shares of the Issuer’s Common Stock in trust for three limited partnerships— Pitango CEO Fund III (USA) L.P. (“Pitango CEO USA”), Pitango CEO Fund III (Israel) L.P. (“Pitango CEO Israel”), and Pitango Families Fund III (Israel) L.P. (“Pitango Family Israel”).

 

Collectively, the entities identified in the foregoing clauses (i)-(vi) are referred to herein as the “Pitango Entities,” and, together with Pitango GP and Pitango Israeli GP, as the “Pitango Reporting Persons.”

 

Pitango GP serves as the sole general partner for all of the Pitango Entities (except for Pitango Israeli Investors and Pitango Trusts), as well as for Pitango CEO USA and Pitango CEO Israel, and possesses:

(A) sole voting and dispositive power with respect to the shares of Common Stock (as defined in Item 2(d) below) held by certain of the Pitango Entities (all of the Pitango Entities, except for Pitango Israeli Investors and Pitango Trusts); and (B) shared voting and dispositive power with respect to those shares of Common Stock held by Pitango Trusts in trust for Pitango CEO USA and Pitango CEO Israel. 

 

Pitango Israeli GP serves as the sole general partner for Pitango Israeli Investors, as well as for Pitango Family Israel, and possesses:

(A) sole voting and dispositive power with respect to the shares of Common Stock held by Pitango Israeli Investors; and (B) shared voting and dispositive power with respect to those shares of Common Stock held by Pitango Trusts in trust for Pitango Family Israel.

 

The partners of Pitango GP are eight private companies that are each owned by one of the following individuals— Rami Beracha, Bruce Crocker, Isaac Hillel, Rami Kalish, Aaron Mankovski, Chemi Peres, Isaac Shrem, and Zeev Binman (the “Pitango Principals”). The partners of Pitango Israeli GP are also private companies that are each owned by one of the Pitango Principals. The Pitango Principals therefore possess shared voting and dispositive power with respect to all shares of Common Stock held by all of the Pitango Reporting Persons.

   
(b)

Address of the Principal Office or, if none, residence

The principal business office of each of the Pitango Reporting Persons is: 11 HaMenofim St., Building B, Herzliya, 4672562, Israel

   
(c) Citizenship
Please see row 4 of the cover pages of the respective Pitango Reporting Persons.
   
(d) Title of Class of Securities
Common Stock, $0.001 par value per share (“Common Stock”)
   
(e) CUSIP Number
34553D101

 

 

 

 

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
     
(e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
(g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
     
(h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
(j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

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.

 

(a) Amount beneficially owned:  Please see row 9 of the cover pages of the respective Pitango Reporting Persons.
     
(b) Percent of class:  Please see row 11 of the cover pages of the respective Pitango Reporting Persons. The percentages appearing on the cover pages of the respective Pitango Reporting Persons (and in the last paragraph of this Item 4 below) are calculated based on 47,173,269 shares of Common Stock of the Issuer that were issued and outstanding as of November 1, 2019, which number appeared in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, which was filed by the Issuer with the Securities and Exchange Commission on November 6, 2019.
     
(c) Number of shares as to which the person has:  
     
  (i) Sole power to vote or to direct the vote:  Please see row 5 of the cover pages of the respective Pitango Reporting Persons and the response to Item 4(a) above.
      ;
  (ii) Shared power to vote or to direct the vote:  Please see row 6 of the cover pages of the respective Pitango Reporting Persons and the response to Item 4(a) above.
     
  (iii) Sole power to dispose or to direct the disposition of: Please see row 7 of the cover pages of the respective Pitango Reporting Persons and the response to Item 4(a) above.
     
  (iv) Shared power to dispose or to direct the disposition of: Please see row 8 of the cover pages of the respective Pitango Reporting Persons and the response to Item 4(a) above.

 

The Pitango Principals possess shared voting and dispositive power with respect to all shares of Common Stock held by all of the Pitango Entities (and beneficially owned by the Pitango Reporting Persons), in the aggregate, and may therefore be deemed to beneficially own an aggregate of 2,874,313 shares of Common Stock, constituting 6.1% of the issued and outstanding shares of Common Stock. Each of the Pitango Principals disclaims beneficial ownership of all such shares of Common Stock except to the extent of his pecuniary interest therein.

 

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: o.

 

 

 

 

Item 6.  Ownership of More than Five Percent on Behalf of Another Person. 

 

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

 

Not applicable.

 

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. 

 

If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

 

Not applicable.

 

Item 8.  Identification and Classification of Members of the Group.

 

If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

 

Not applicable.

 

Item 9.  Notice of Dissolution of Group.

 

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. (See Item 5)

 

Not applicable.

 

Item 10.  Certification.

 

Not applicable.

 

 

 

  

SIGNATURE

 

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.

 

  Pitango Venture Capital Fund III (USA) L.P.
 

 

By: Pitango VC Fund III General Partner, its General Partner

 

 

By: /s/ Zeev Binman

Name: Zeev Binman

Title: Managing Director

   
 

By: /s/ Aaron Mankovski

Name: Aaron Mankovski

Title: Managing Director

 

Date: February 12, 2020

 

 

  Pitango Venture Capital Fund III (USA) Non-Q L.P.
 

 

By: Pitango VC Fund III General Partner, its General Partner

 

 

By: /s/ Zeev Binman

Name: Zeev Binman

Title: Managing Director

   
 

By: /s/ Aaron Mankovski

Name: Aaron Mankovski

Title: Managing Director

 

Date: February 12, 2020

 

 

 

Pitango Venture Capital Fund III (Israeli Investors) L.P.

 

By: Pitango VC Fund III (Israel) General Partner, its General Partner

 

 

By: /s/ Zeev Binman

Name: Zeev Binman

Title: Managing Director

   
 

By: /s/ Aaron Mankovski

Name: Aaron Mankovski

Title: Managing Director

 

Date: February 12, 2020 

 

 

 

 

 

Pitango Parallel Investor Fund III (USA) L.P. 

 

 

By: Pitango VC Fund III General Partner, its General Partner

 

 

By: /s/ Zeev Binman

Name: Zeev Binman

Title: Managing Director

   
 

By: /s/ Aaron Mankovski

Name: Aaron Mankovski

Title: Managing Director

 

Date: February 12, 2020 

 

 

  Pitango Principals Fund III (USA) L.P.
 

 

By: Pitango VC Fund III General Partner, its General Partner

 

 

By: /s/ Zeev Binman

Name: Zeev Binman

Title: Managing Director 

   
 

By: /s/ Aaron Mankovski

Name: Aaron Mankovski

Title: Managing Director

 

Date: February 12, 2020

 

 

  Pitango Venture Capital Fund III Trusts 2000 Ltd.
   
 

By: /s/ Zeev Binman

Name: Zeev Binman

Title: Managing Director 

   
 

By: /s/ Aaron Mankovski

Name: Aaron Mankovski 

Title: Managing Director

 

Date: February 12, 2020 

 

 

 

Pitango VC Fund III General Partner

 

 

By: /s/ Zeev Binman

Name: Zeev Binman

Title: Managing Director 

   
 

By: /s/ Aaron Mankovski

Name: Aaron Mankovski

Title: Managing Director

 

Date: February 12, 2020

 

 

 

 

 

Pitango VC Fund III (Israel) General Partner

 

 

By: /s/ Zeev Binman

Name: Zeev Binman

Title: Managing Director 

   
 

By: /s/ Aaron Mankovski

Name: Aaron Mankovski

Title: Managing Director

 

Date: February 12, 2020