Sec Form 13D Filing - Insight Venture Partners X L.P. filing for SentinelOne Inc. (S) - 2021-12-15

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires

Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* 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 (the “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).

SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

(1)	See Item 5.

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed on behalf of the Reporting Persons (as defined below) with respect to the shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of SentinelOne, Inc., a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 12, 2021 (the “Schedule 13D”) on behalf of the following persons (each, a “Reporting Person”, and collectively, the “Reporting Persons”): (i) Insight Venture Partners X, L.P., a Cayman Islands exempted limited partnership (“IVP X”); (ii) Insight Venture Partners (Cayman) X, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman X”); (iii) Insight Venture Partners (Delaware) X, L.P., a Delaware limited partnership (“IVP Delaware X”); (iv) Insight Venture Partners X (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IVP Co-Investors X” and, together with IVP X, IVP Cayman X and IVP Delaware X, the “IVP X Funds”); (v) Insight Partners XI, L.P., a Cayman Islands exempted limited partnership (“IP XI”); (vi) Insight Partners (Cayman) XI, L.P., a Cayman Islands exempted limited partnership (“IP Cayman XI”); (vii) Insight Partners (Delaware) XI, L.P., a Delaware limited partnership (“IP Delaware XI”); (viii) Insight Partners XI (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IP Co-Investors XI”); (ix) Insight Partners XI (Co-Investors) (B), L.P., a Cayman Islands exempted limited partnership (“IP Co-Investors B XI”); (x) Insight Partners (EU) XI, S.C.Sp., a Luxembourg special limited partnership (“IP EU XI” and, together with IP XI, IP Cayman XI, IP Delaware XI, IP Co-Investors XI and IP Co-Investors B XI, the “IP XI Funds”); (xi) Insight Partners Fund X Follow-On Fund, L.P., a Cayman Islands exempted limited partnership (“IP X FOF”); (xii) Insight Partners Fund X (Cayman) Follow-On Fund, L.P., a Cayman Islands exempted limited partnership (“IP X Cayman FOF”); (xiii) Insight Partners Fund X (Delaware) Follow-On Fund, L.P., a Delaware limited partnership (“IP X Delaware FOF”); (xiv) Insight Partners Fund X (Co-Investors) Follow-On Fund, L.P., a Cayman Islands exempted limited partnership (“IP X Co-Investors FOF” and, together with IP X FOF, IP X Cayman FOF and IP X Delaware FOF, the “IP X FOF Funds”); (xv) Insight Venture Associates X, L.P., a Cayman Islands exempted limited partnership (“IVA X”); (xvi) Insight Venture Associates X, Ltd., a Cayman Islands exempted company (“IVA X Ltd”); (xvii) Insight Associates XI, L.P., a Cayman Islands exempted limited partnership (“IA XI”); (xviii) Insight Associates XI, Ltd., a Cayman Islands exempted company (“IA XI Ltd”); (xix) Insight Associates (EU) XI, S.a.r.l., a Luxembourg limited liability company (“IA EU XI”); (xx) Insight Associates Fund X Follow-On, L.P., a Cayman Islands exempted limited partnership (“IA X FOF”); (xxi) Insight Associates Fund X Follow-On, Ltd., a Cayman Islands exempted company (“IA X FOF Ltd”); and (xxii) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings”).  This Amendment No. 1 is being filed to reflect changes in the number of issued and outstanding shares of the Issuer’s Class A Common Stock as reported in the Issuer’s quarterly report for the quarterly period ended October 31, 2021, as filed with the SEC on December 9, 2021 (the “10-Q”).

This Amendment No. 1 is being filed to amend Item 5 and Item 6 of the Schedule 13D as follows:

Items 5(a) and 5(b) of the Schedule 13D are amended as follows:

On the date hereof, the Reporting Persons beneficially own directly and/or indirectly the following shares:

(1)

Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B Common Stock, (ii) seven years from the effective date of the IPO (as defined in the Schedule 13D), (iii) the first date following the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common Stock subject to outstanding stock options) held by Tomer Weingarten, including certain entities that Mr. Weingarten controls, is less than 25% of the number of shares of Class B Common Stock (including shares of Class B Common Stock subject to outstanding stock options) that Mr. Weingarten originally held as of the date of the IPO, (iv) the date fixed by the Issuer’s board of directors (the “Board”), following the first date following the completion of the IPO when Mr. Weingarten is no longer providing services to the Issuer as an officer, employee, consultant or member of the Board, (v) the date fixed by the Board following the date, if applicable, on which Mr. Weingarten is terminated for cause, as defined in the Issuer’s restated certificate of incorporation, and (vi) the date that is 12 months after the death or disability, as defined in the Issuer’s restated certificate of incorporation, of Mr. Weingarten.

(2)

Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person, by (b) the sum of (i) 134,523,732 shares of Class A Common Stock outstanding as of November 30, 2021, as reported in the 10-Q, and (ii) the number of shares of Class B Common Stock beneficially owned by the Reporting Persons. The number of shares of Class B Common Stock beneficially owned by the Reporting Person(s) are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose hereof.

(3)

The Class B Common Stock has 20 votes per share, and the Class A Common Stock has one vote per share.  The percentage ownership of the Reporting Person reported herein does not give effect to the 20 votes per share of Class B Common Stock because the shares of Class B Common Stock are treated as converted into Class A Common Stock for the purpose hereof.

On the date hereof, the Reporting Persons beneficially own an aggregate of 3,646,919 shares of Class A Common Stock and 30,999,311 shares of Class B Common Stock, which represent approximately 20.9% of the Class A Common Stock outstanding (calculated in accordance with footnote (2) above).  If all outstanding shares of Class B Common Stock (as reported in the 10-Q) were deemed converted into Class A Common Stock, the Reporting Persons would be deemed to beneficially own approximately 13.0% of the shares of Class A Common Stock deemed outstanding.

Each of the Reporting Persons shares voting and dispositive power over the shares of Class A Common Stock and Class B Common Stock held directly by the IVP X Funds, IP XI Funds and IP X FOF Funds.

Each of Holdings, IVA X Ltd, IA XI Ltd, IA X FOF Ltd, IVA X, IA XI, IA EU XI and IA X FOF expressly declares that nothing herein shall be construed as an admission that it is, for the purposes of sections 13(d) or 13(g) of the Act or for any other purpose, the beneficial owner of any securities covered hereby.

To the Reporting Persons’ knowledge, no shares of Class A Common Stock or Class B Common Stock are beneficially owned by any Scheduled Person (as defined in the Schedule 13D).

Item 6 of the Schedule 13D is amended as follows:

Certain of the Reporting Persons are party to the following contracts with respect to the securities of the Issuer:

Lock-Up Agreements

In connection with the IPO, the IVP X Funds, IP XI Funds and IP X FOF Funds entered into Lock-Up Agreements with the underwriters pursuant to which such Reporting Persons, with limited exceptions, agreed to not, without the prior written consent of Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, or their representatives, transfer shares of common stock of the Issuer, including any hedging transactions, during the period ending on the earlier of (i) the opening of trading on the second trading day immediately following the Issuer’s public release of earnings for the third quarter of fiscal 2022 and (ii) the date that is 180 days after the date of the Prospectus (as defined in the Schedule 13D).

Following the Issuer’s public release of its quarterly financial results for the third quarter of its fiscal year ending January 31, 2022, as reported in the Issuer’s current report on Form 8-K, as filed with the SEC on December 7, 2021 (the “8-K”), immediately prior to the opening of trading on December 9, 2021, the transfer restrictions to which the shares of the Issuer’s common stock were subject under the Lock-Up Agreements expired and such shares became eligible for sale, subject to the restrictions described in Item 8.01 of the 8-K, incorporated herein by reference.

The foregoing description of the Lock-Up Agreements is a summary only and is qualified in its entirety by reference to the form of Lock-Up Agreement, which is filed as Exhibit 7.2 herewith and incorporated by reference herein.

Investors’ Rights Agreement

Pursuant to the Sixth Amended and Restated Investors’ Rights Agreement, dated as of October 28, 2020, by and among the Issuer, the IVP X Funds, the IP XI Funds and certain other holders listed therein (the “Investors’ Rights Agreement”), such Reporting Persons are entitled to certain registration rights in connection with the resale of the shares of capital stock of the Issuer owned or acquired by such Reporting Persons (the “Registerable Securities”), including customary demand registration rights, piggy-back registration rights and a re-sale shelf-registration statement covering the Registerable Securities.

The information set forth, or incorporated by reference, in Items 3 through 5 is hereby incorporated by reference into this Item 6.  Except as described herein, there are no contracts, arrangements, undertakings or relationships (legal or otherwise) among the persons named in Item 2 (or any Scheduled Person) or between such persons and any other person with respect to any securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.