Sec Form 13G Filing - Bergman Artur filing for Fastly Inc. (FSLY) - 2021-02-12

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.

  Names of Reporting Persons

  Artur Bergman

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  Sweden

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  9,225,525(1)(2)

  Shared Voting Power

  0

  Sole Dispositive Power

  9,225,525(1)(2)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,225,525(1)(2)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

8.1%(2)(3)(4)

  Type of Reporting Person (see instructions)

  IN

Consists of (i) 6,041,373 shares of Class B common stock held by Mr. Bergman, (ii) 1,511,447 shares of Class B common stock held The Artur Bergman 2019 Annuity Trust One, of which the reporting person is trustee, (iii) 711,269 shares of Class B common stock held by The Artur Bergman 2019 Annuity Trust Two, of which the reporting person is trustee, (iv) 42,602 shares of Class A common stock issuable upon the vesting of restricted stock units within 60 days of December 31, 2020 and (v) options to purchase 918,834 shares of Class B common stock, which are exercisable within 60 days of December 31, 2020.

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.

The percent of class was calculated based on 104,178,933 outstanding shares of Class A common stock (assuming the conversion of the 9,182,923 shares of Class B Common Stock held by the reporting person) as of December 31, 2020. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 8.0%.

The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 9,182,923 shares of Class B common stock and 42,602 shares of Class A common stock held by the reporting person represent 42.4% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2020.

  Names of Reporting Persons

  The Artur Bergman 2019 Annuity Trust One

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  California

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  1,511,447(1)

  Shared Voting Power

  0

  Sole Dispositive Power

  1,511,447(1)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,511,447(1)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

1.4%(1)(2)(3)

  Type of Reporting Person (see instructions)

  OO

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.

The percent of class was calculated based on 104,178,933 shares of Class A common stock (assuming the conversion of the 1,511,447 shares of Class B Common Stock held by the reporting person) as of December 31, 2020. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 1.3%.

The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 1,511,447 shares of Class B common stock held by the reporting person represent 7.3% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2020.

  Names of Reporting Persons

  The Artur Bergman 2019 Annuity Trust Two

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  California

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  711,269(1)

  Shared Voting Power

  0

  Sole Dispositive Power

  711,269(1)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  711,269(1)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

0.7%(1)(2)(3)

  Type of Reporting Person (see instructions)

  OO

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.

The percent of class was calculated based on 104,178,933 shares of Class A common stock (assuming the conversion of the 711,269 shares of Class B Common Stock held by the reporting person) as of December 31, 2020. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 0.6%.

The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 711,269 shares of Class B common stock held by the reporting person represent 3.4% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2020.

Address of Issuer’s Principal Executive Offices:

475 Brannan Street

Suite 300

San Francisco, CA 94107

Name of Person Filing:

Artur Bergman

The Artur Bergman 2019 Annuity Trust One (“Trust One”)

The Artur Bergman 2019 Annuity Trust Two (“Trust Two”)

Address of Principal Business Office or, if none, Residence:

c/o Fastly, Inc.

475 Brannan Street

Suite 300

San Francisco, CA 94107

Citizenship:

Artur Bergman              Sweden

Trust One                      California

Trust Two                     California

☐   Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

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

☐   Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

☐   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

☐   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

☐   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

☐   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

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

☐   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);

☐   A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

☐   Group, in accordance with §240.13d–1(b)(1)(ii)(K).

Reporting

Person

Artur Bergman(1)(2)(3)

Trust One(2)(4)

Trust Two(2)(5)

Consists of (i) 6,041,373 shares of Class B common stock held by Mr. Bergman, (ii) 1,511,447 shares of Class B common stock held The Artur Bergman 2019 Annuity Trust One, of which the reporting person is trustee, (iii) 711,269 shares of Class B common stock held by The Artur Bergman 2019 Annuity Trust Two, of which the reporting person is trustee, (iv) 42,602 shares of Class A common stock issuable upon the vesting of restricted stock units within 60 days of December 31, 2020 and (v) options to purchase 918,834 shares of Class B common stock, which are exercisable within 60 days of December 31, 2020.

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.

The percent of class was calculated based on 104,178,933 outstanding shares of Class A common stock (assuming the conversion of the 9,225,525 shares of Class B Common Stock held by the reporting person) as of December 31, 2020. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 8.0%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 9,182,923 shares of Class B common stock and 42,602 shares of Class A common stock held by the reporting person represent 42.4% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2020.

The percent of class was calculated based on 104,178,933 shares of Class A common stock (assuming the conversion of the 1,511,447 shares of Class B Common Stock held by the reporting person) as of December 31, 2020. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 1.3%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 1,511,447 shares of Class B common stock held by the reporting person represent 7.3% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2020.

The percent of class was calculated based on 104,178,933 shares of Class A common stock (assuming the conversion of the 711,269 shares of Class B Common Stock held by the reporting person) as of December 31, 2020. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 0.6%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 711,269 shares of Class B common stock held by the reporting person represent 3.4% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2020.

/s/ Artur Bergman

/s/ Artur Bergman

/s/ Artur Bergman