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.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
FASTLY, INC.
(Name of Issuer)
Class A Common Stock, $0.00002 par value per share
(Title of Class of Securities)
31188V100
(CUSIP Number)
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:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ 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).
| CUSIP No. 31188V100 | SCHEDULE 13G | Page 2 of 13 Pages |
| 1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners II, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,104,114 | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
3,104,114 | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,104,114 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 60,882,287 shares of Class A Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 29, 2020. |
| CUSIP No. 31188V100 | SCHEDULE 13G | Page 3 of 13 Pages |
| 1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners II-B, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
2,429,909 | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
2,429,909 | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,429,909 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0% (1) | |||||
| 12. | TYPE OF REPORTING PERSON*
PN | |||||
| (1) | The percent of class was calculated based on 60,882,287 shares of Class A Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 29, 2020. |
| CUSIP No. 31188V100 | SCHEDULE 13G | Page 4 of 13 Pages |
| 1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners II Co-Invest, L.P., Series FT | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
1,240,310 | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
1,240,310 | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,240,310 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0% (1) | |||||
| 12. | TYPE OF REPORTING PERSON*
PN | |||||
| (1) | The percent of class was calculated based on 60,882,287 shares of Class A Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 29, 2020. |
| CUSIP No. 31188V100 | SCHEDULE 13G | Page 5 of 13 Pages |
| 1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners II GP, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3. | &#x A0; | SEC USE ONLY
| ||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
6,774,333 | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
6,774,333 | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,774,333 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1% (1) | |||||
| 12. | TYPE OF REPORTING PERSON*
PN | |||||
| (1) | The percent of class was calculated based on 60,882,287 shares of Class A Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 29, 2020. |
| CUSIP No. 31188V100 | SCHEDULE 13G | Page 6 of 13 Pages |
| 1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ICONIQ Strategic Partners II TT GP, Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
6,774,333 | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
6,774,333 | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,774,333 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.1% (1) | |||||
| 12. | TYPE OF REPORTING PERSON*
CO | |||||
| (1) | The percent of class was calculated based on 60,882,287 shares of Class A Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 29, 2020. |
| CUSIP No. 31188V100 | SCHEDULE 13G | Page 7 of 13 Pages |
| 1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Divesh Makan | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
6,789,598 | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
6,789,598 | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,789,598 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2% (1) | |||||
| 12. | TYPE OF REPORTING PERSON*
IN | |||||
| (1) | The percent of class was calculated based on 60,882,287 shares of Class A Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 29, 2020. |
| CUSIP No. 31188V100 | SCHEDULE 13G | Page 8 of 13 Pages |
| 1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William J.G. Griffith | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
6,789,599 | ||||
| 6. | SHARED VOTING POWER
-0- | |||||
| 7. | SOLE DISPOSITIVE POWER
6,789,599 | |||||
| 8. | SHARED DISPOSITIVE POWER
-0- | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,789,599 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2% (1) | |||||
| 12. | TYPE OF REPORTING PERSON*
IN | |||||
| (1) | The percent of class was calculated based on 60,882,287 shares of Class A Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 29, 2020. |
| CUSIP No. 31188V100 | SCHEDULE 13G | Page 9 of 13 Pages |
| Item 1(a). | Name of Issuer |
The name of the issuer to which this filing on Schedule 13G relates is Fastly, Inc. (the “Company”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
The principal executive offices of the Company are located at 475 Brannan Street, Suite 300, San Francisco, CA 94107.
| Item 2(a). | Name of Person Filing |
This Statement is being filed on behalf of by the following persons: ICONIQ Strategic Partners II, L.P. (“ISP II”), ICONIQ Strategic Partners II-B, L.P. (“ISP II-B”), ICONIQ Strategic Partners II Co-Invest, L.P., Series FT (“ISP II Co-Invest FT”), ICONIQ Strategic Partners II GP, L.P. (“ICONIQ GP”), ICONIQ Strategic Partners II TT GP, Ltd. (“ICONIQ Parent GP”), Divesh Makan (“Mr. Makan”), and William J.G. Griffith (“Mr. Griffith”).
ICONIQ GP is the general partner of each of ISP II, ISP II-B, and ISP II Co-Invest FT. ICONIQ Parent GP is the general partner of ICONIQ GP. Mr. Makan and Mr. Griffith are the sole equity holders and directors of ICONIQ Parent GP.
ISP II, ISP II-B, ISP II Co-Invest FT, ICONIQ GP, ICONIQ Parent GP, Mr. Makan, and Mr. Griffith are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
The principal business address of each Reporting Person is c/o ICONIQ Strategic Partners, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111.
| Item 2(c). | Citizenship |
Each of ISP II, ISP II-B and ICONIQ GP is a Cayman Island limited partnership. ICONIQ Parent GP is a Cayman Island company. ISP II Co-Invest FT is a Delaware limited partnership. Each of Mr. Makan and Mr. Griffith is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities |
The class of equity securities of the Company to which this filing on Schedule 13G relates is Class A Common Stock, par value $0.00002 (“Class A Common Stock”).
| Item 2(e). | CUSIP Number |
The CUSIP number of the Company’s Class A Common Stock is 31188V1007.
| 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: Not applicable. |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | ☐ | An investment adviser in accordance with §13d-1(b)(1)(ii)(E). | ||
| CUSIP No. 31188V100 | SCHEDULE 13G | Page 10 of 13 Pages |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ☐ | 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) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | Ownership |
| Item 4(a). | Amount beneficially owned |
ISP II may be deemed to beneficially own 3,104,114 shares of Class A Common Stock.
ISP II-B may be deemed to beneficially own 2,429,909 shares of Class A Common Stock.
ISP II Co-Invest FT may be deemed to beneficially own 1,240,310 shares of Class A Common Stock.
ICONIQ GP may be deemed to beneficially own 6,774,333 shares of Class A Common Stock.
ICONIQ Parent GP may be deemed to beneficially own 6,774,333 shares of Class A Common Stock.
Mr. Makan is an equity holder and director of ICONIQ Parent GP and may be deemed to beneficially own 6,789,598 shares of Class A Common Stock.
Mr. Griffith is an equity holder and director of ICONIQ Parent GP and may be deemed to beneficially own 6,789,599 shares of Class A Common Stock.
| Item 4(b). | Percent of Class |
ISP II may be deemed to be the beneficial owner of 5.1% of the Class A Common Stock.
ISP II-B may be deemed to be the beneficial owner of 4.0% of the Class A Common Stock.
ISP II Co-Invest FT may be deemed to be the beneficial owner of 2.0% of the Class A Common Stock.
ICONIQ GP may be deemed to be the beneficial owner of 11.1% of the Class A Common Stock.
ICONIQ Parent GP may be deemed to be the beneficial owner of 11.1% of the Class A Common Stock.
Mr. Makan may be deemed to be the beneficial owner of 11.2% of the Class A Common Stock.
| CUSIP No. 31188V100 | SCHEDULE 13G | Page 11 of 13 Pages |
Mr. Griffith may be deemed to be the beneficial owner of 11.2% of the Class A Common Stock.
| Item 4(c). | Number of shares as to which the person has: |
| Number of Shares of Class A Common Stock | ||||||||||||||||
| Reporting Person |
(i) | (ii) | (iii) | (iv) | ||||||||||||
| ISP II |
3,104,114 | -0- | 3,104,114 | -0- | ||||||||||||
| ISP II-B |
2,429,909 | -0- | 2,429,909 | -0- | ||||||||||||
| ISP II Co-Invest FT |
1,240,310 | -0- | 1,240,310 | -0- | ||||||||||||
| ICONIQ GP |
6,774,333 | -0- | 6,774,333 | -0- | ||||||||||||
| ICONIQ Parent GP |
6,774,333 | -0- | 6,774,333 | -0- | ||||||||||||
| Mr. Makan |
6,789,598 | -0- | 6,789,598 | -0- | ||||||||||||
| Mr. Griffith |
6,789,599 | -0- | 6,789,599 | -0- | ||||||||||||
(i) Sole power to vote or direct the vote
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of
The percent of class was calculated based on 60,882,287 shares of Class A Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 29, 2020.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| 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 |
The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b)(1).
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable.
| CUSIP No. 31188V100 | SCHEDULE 13G | Page 12 of 13 Pages |
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.
Dated: February 14, 2020
| 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 | |
| Name: Kevin Foster | ||
| Title: Senior Vice President | ||
| 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 | |
| Name: Kevin Foster | ||
| Title: Senior Vice President | ||
| 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 | |
| Name: Kevin Foster | ||
| Title: Senior Vice President | ||
| ICONIQ Strategic Partners II, GP, L.P. | ||
| By: ICONIQ Strategic Partners II TT GP, Ltd., its General Partner | ||
| By: | /s/ Kevin Foster | |
| Name: Kevin Foster | ||
| Title: Senior Vice President | ||
| CUSIP No. 31188V100 | SCHEDULE 13G | Page 13 of 13 Pages |
| ICONIQ Strategic Partners II TT GP, Ltd. | ||
| By: | /s/ Kevin Foster | |
| Name: Kevin Foster | ||
| Title: Senior Vice President | ||
| Divesh Makan | ||
| /s/ Divesh Makan | ||
| William J.G. Griffith | ||
| /s/ William J.G. Griffith | ||