Sec Form 13G Filing - Bergman Artur @ Fastly Inc.

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, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Fastly, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.00002 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 the disclosures provided in a prior cover page.

The information required in 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				13G


1.	Names of Reporting Persons Artur Bergman
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 Sweden
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 12,060,423(1)(2)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 12,060,423(1)(2)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,060,423(1)(2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class Represented by Amount in Row 9 16.3%(2)(3)(4)
12.	Type of Reporting Person (see instructions) IN

(1)

Consists of (i) 8,641,589 shares of Class B common stock held by Mr. Bergman, (ii) 1,700,000 shares of Class B common stock held The Artur Bergman 2019 Annuity Trust One, of which the reporting person is trustee, (iii) 800,000 Class B common stock held by The Artur Bergman 2019 Annuity Trust Two, of which the reporting person is trustee, and (iv) options to purchase 918,834 shares of Class B common stock, which are exercisable within 60 days of December 31, 2019.

(2)

Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation.

(3)

(4)

The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 14,491,822 shares of Class B common stock held by the reporting person represent 27.7% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2019.


CUSIP No. 31188V100				13G


1.	Names of Reporting Persons The Artur Bergman 2019 Annuity Trust One
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 California
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 1,700,000(1)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 1,700,000(1)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,700,000(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 2.7%(1)(2)(3)
12.	Type of Reporting Person (see instructions) OO

(1)

(2)

(3)

The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 1,700,000 shares of Class B common stock held by the reporting person represent 4.0% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2019.


CUSIP No. 31188V100				13G


1.	Names of Reporting Persons The Artur Bergman 2019 Annuity Trust Two
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 California
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 800,000(1)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 800,000(1)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 800,000(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 1.3%(1)(2)(3)
12.	Type of Reporting Person (see instructions) OO

(1)

(2)

(3)

The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 800,000 shares of Class B common stock held by the reporting person represent 1.9% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2019.


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, CA 94107

Item 2(a).	Name of Person Filing: Artur Bergman The Artur Bergman 2019 Annuity Trust One (“Trust One”) The Artur Bergman 2019 Annuity Trust Two (“Trust Two”)

Item 2(b).	Address of Principal Business Office or, if none, Residence: c/o Fastly, Inc. 475 Brannan Street Suite 300 San Francisco, CA 94107

Item 2(c).	Citizenship: Artur Bergman Sweden Trust One California Trust Two California

Item 2(d).	Title of Class of Securities: Class A common stock

Item 2(e).	CUSIP Number: 31188V100

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)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(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 §240.13d-1(b)(1)(ii)(E);

(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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

Page 5 of 8 pages



(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

The following information with respect to the ownership of Class A common stock by the Reporting Person filing this statement on Schedule 13G is provided as of December 31, 2019:


Reporting Person	Class A Common Stock Held Directly		Class B Common Stock Held Directly		(a) Amount Beneficially Owned		(b) Percent of Class			(c) Number of shares as to which such person has:
Reporting Person	Class A Common Stock Held Directly		Class B Common Stock Held Directly		(a) Amount Beneficially Owned		(b) Percent of Class			(i) Sole Voting Power		(ii) Shared Voting Power		(iii) Sole Dispositive Power		(iv) Shared Dispositive Power
Artur Bergman(1)(2)(3)		0		12,060,423		12,060,423		16.3	%		12,060,423		0		12,060,423		0
Trust One(2)(4)		0		1,700,000		1,700,000		2.7	%		1,700,000		0		1,700,000		0
Trust Two(2)(5)		0		800,000		800,000		1.3	%		800,000		0		800,000		0

(1)

Consists of (i) 8,641,589 shares of Class B common stock held by Mr. Bergman, (ii) 1,700,000 shares of Class B common stock held Trust One, of which the reporting person is trustee, (iii) 800,000 Class B common stock held by Trust Two, of which the reporting person is trustee, and (iv) options to purchase 918,834 shares of Class B common stock, which are exercisable within 60 days of December 31, 2019.

(2)

(3)

The percent of class was calculated based on outstanding shares of Class A common stock (assuming the conversion of the 12,060,423 shares of Class B Common Stock held by the reporting person) as of December 31, 2019. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 12%.). The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 14,491,822 shares of Class B common stock held by the reporting person represent 27.7% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2019.

(4)

The percent of class was calculated based on 62,582,287 shares of Class A common stock (assuming the conversion of the 1,700,000 shares of Class B Common Stock held by the reporting person) as of December 31, 2019. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 2.0%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 1,700,000 shares of Class B common stock held by the reporting person represent 4.0% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2019.

(5)

The percent of class was calculated based on 61,682,287 shares of Class A common stock (assuming the conversion of the 800,000 shares of Class B Common Stock held by the reporting person) as of December 31, 2019. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 1.0%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 800,000 shares of Class B common stock held by the reporting person represent 1.9% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2019.

Item 5.

Ownership of 5 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 5 percent of the class of securities, check the following ☐

Item 6.

Ownership of More than 5 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 or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of a Group

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.

Date: February 14, 2020

/s/ Artur Bergman

Artur Bergman

THE ARTUR BERGMAN 2019 ANNUITY TRUST ONE

/s/ Artur Bergman

Artur Bergman, Trustee

THE ARTUR BERGMAN 2019 ANNUITY TRUST TWO

/s/ Artur Bergman

Artur Bergman, Trustee

Sec Form 13G Filing - Bergman Artur filing for Fastly Inc. (FSLY) - 2020-02-14