Tintri Inc (NASDAQ:TNTR): Jim Davidson, Dave Roux And Glenn Hutchins’ Silver Lake Partners filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Silver Lake Kraftwerk Fund | 0 | 5,245,658 | 0 | 5,245,658 | 5,245,658 | 16.7% |
Silver Lake Technology Investors Kraftwerk | 0 | 162,792 | 0 | 162,792 | 162,792 | 0.5% |
Silver Lake Technology Associates Kraftwerk | 0 | 5,408,450 | 0 | 5,408,450 | 5,408,450 | 17.3% |
SLTA Kraftwerk (GP) | 0 | 5,408,450 | 0 | 5,408,450 | 5,408,450 | 17.3% |
Silver Lake Group | 0 | 5,408,450 | 0 | 5,408,450 | 5,408,450 | 17.3% |
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Page 1 of 11 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TINTRI, INC.
(Name of Issuer)
Common Stock, $0.00005 par value per share
(Title of Class of Securities)
88770Q105
(CUSIP Number)
Karen M. King, Esq.
Silver Lake
2775 Sand
Hill Road, Suite 100
Menlo Park, CA 94025
(650) 233-8120
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
Daniel N. Webb, Esq.
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo
Alto, California 94304
(650) 251-5000
February 27, 2018
(Date of Event which Requires Filing of this Statement)
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Page 2 of 11 – SEC Filing
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 §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 persons 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, as amended (the Exchange 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).
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Page 3 of 11 – SEC Filing
CUSIP NO. 88770Q105 |
1. | Names of Silver Lake Kraftwerk Fund, L.P. | |||||
2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) OO | |||||
5. | Check if Disclosure of Legal ☐ | |||||
6. | Citizenship or Place of Delaware | |||||
Number of shares beneficially owned by each reporting person with: | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 5,245,658 | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 5,245,658 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 5,245,658 | |||||
12. | Check if the Aggregate Amount in Row ☐ | |||||
13. | Percent of Class Represented by Amount 16.7% | |||||
14. | Type of Reporting Person (See PN |
2
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CUSIP NO. 88770Q105 |
1. | Names of Silver Lake Technology Investors Kraftwerk, L.P. | |||||
2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) OO | |||||
5. | Check if Disclosure of Legal ☐ | |||||
6. | Citizenship or Place of Delaware | |||||
Number of shares beneficially owned by each reporting person with: | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 162,792 | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 162,792 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 162,792 | |||||
12. | Check if the Aggregate Amount in Row ☐ | |||||
13. | Percent of Class Represented by Amount 0.5% | |||||
14. | Type of Reporting Person (See PN |
3
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CUSIP NO. 88770Q105 |
1. | Names of Silver Lake Technology Associates Kraftwerk, L.P. | |||||
2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) OO | |||||
5. | Check if Disclosure of Legal ☐ | |||||
6. | Citizenship or Place of Delaware | |||||
Number of shares beneficially owned by each reporting person with: | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 5,408,450 | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 5,408,450 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 5,408,450 | |||||
12. | Check if the Aggregate Amount in Row ☐ | |||||
13. | Percent of Class Represented by Amount 17.3% | |||||
14. | Type of Reporting Person (See PN |
4
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CUSIP NO. 88770Q105 |
1. | Names of SLTA Kraftwerk (GP), L.L.C. | |||||
2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) OO | |||||
5. | Check if Disclosure of Legal ☐ | |||||
6. | Citizenship or Place of Delaware | |||||
Number of shares beneficially owned by each reporting person with: | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 5,408,450 | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 5,408,450 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 5,408,450 | |||||
12. | Check if the Aggregate Amount in Row ☐ | |||||
13. | Percent of Class Represented by Amount 17.3% | |||||
14. | Type of Reporting Person (See OO |
5
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CUSIP NO. 88770Q105 |
1. | Names of Silver Lake Group, L.L.C. | |||||
2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) OO | |||||
5. | Check if Disclosure of Legal ☐ | |||||
6. | Citizenship or Place of Delaware | |||||
Number of shares beneficially owned by each reporting person with: | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 5,408,450 | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 5,408,450 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 5,408,450 | |||||
12. | Check if the Aggregate Amount in Row ☐ | |||||
13. | Percent of Class Represented by Amount 17.3% | |||||
14. | Type of Reporting Person (See OO |
6
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Page 8 of 11 – SEC Filing
Explanatory Note
This Amendment No. 1 (the Amendment) amends the statement on Schedule 13D originally filed by Silver Lake Kraftwerk Fund,
L.P. (SLK), Silver Lake Technology Investors Kraftwerk, L.P. (SLTIK, and together with SLK, the Silver Lake Investors), Silver Lake Technology Associates Kraftwerk, L.P. (SLTA Kraftwerk), SLTA
Kraftwerk (GP), L.L.C. (SLTA GP Kraftwerk), and Silver Lake Group, L.L.C. (SLG, and collectively with the Silver Lake Investors, SLTA Kraftwerk and SLTA GP Kraftwerk, the Reporting Persons) on July 17, 2017
(as amended, the Schedule 13D). The Item below amends the information disclosed under the corresponding Item of the Schedule 13D as described below. Except as specifically provided herein, this Amendment does not modify any of the
information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 2. | Identity and Background |
The information set forth in Annex A of the Schedule 13D is hereby amended and
restated as set forth in the Annex A attached to this Amendment.
Item 4. | Purpose of the Transaction. |
Item 4 is hereby amended and supplemented by adding the following paragraph
at the end thereof:
The information set forth in Item 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
Item 5. | Interest in Securities of the Issuer. |
The information contained in rows 7, 8, 9, 10, 11 and 13 on each
of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
Items 5 (a), (b) and (c) are hereby amended and restated as follows:
(a) (b) By virtue of the relationships and agreements among the Reporting Persons described herein, the Reporting Persons may be deemed to
constitute a group within the meaning of Section 13(d)(3) of the rules and regulations promulgated by the Securities and Exchange Commission (the Commission) pursuant to the Securities Exchange Act of 1934 (the Exchange
Act). As such, the Reporting Persons may be deemed to beneficially own an aggregate of 5,408,450 shares of Common Stock of the Issuer, which includes 5,245,658 shares of Common Stock held by SLK and 162,792 shares of Common Stock held by
SLTIK, representing in the aggregate approximately 17.3% of the issued and outstanding shares of Common Stock of the Issuer.
The percentages of
beneficial ownership in this Schedule 13D are based on 31,324,097 shares of Common Stock outstanding as of December 5, 2017, as reflected in the Issuers Quarterly Report on Form 10-Q which was filed
with the Securities and Exchange Commission on December 14, 2017.
Information with respect to the beneficial ownership of Common Stock by the
individuals listed in Annex A is set forth in Annex A attached hereto and incorporated herein by reference in response to this Item 5.
(c) Except as
set forth in this Amendment, none of the Reporting Persons have effected any transaction in Common Stock in the past 60 days.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item
6 is hereby amended and supplemented by adding the following paragraphs at the end thereof:
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Page 9 of 11 – SEC Filing
Note Purchase Agreement
As previously disclosed, the Silver Lake Investors are parties to a Note Purchase Agreement dated as of May 4, 2017, as amended by Amendment No. 1 to
the Note Purchase Agreement dated as of July 6, 2017 (the Note Purchase Agreement), with the Issuer and certain other investors of the Issuer.
Pursuant to the Note Purchase Agreement, the Silver Lake Investors agreed to purchase from the Issuer, at the Issuers election, one or more notes having
an aggregate maximum principal amount of $6,231,607.50, in the case of SLK, and $193,392.50, in the case of SLTIK, which, under certain circumstances, would be convertible, at the option of the Issuer, into shares of Common Stock. On
February 27, 2018, the Silver Lake Investors funded $6,231,607.50, in the case of SLK, and $193,392.50, in the case of SLTIK, under the Note Purchase Agreement and were issued notes of the Issuer (the Notes).
The Notes have an interest rate of 8.0% per annum and will mature 540 days from the date of issuance, with accrued interest payable at maturity. Pursuant
to the terms of the Note Purchase Agreement, as the maturity date of such Notes will occur prior to the date at which the Issuer would have been permitted to convert such amounts into Common Stock, such Notes will not be convertible by the Issuer
into Common Stock.
The foregoing description of the Note Purchase Agreement is qualified in its entirety by reference to the Note Purchase Agreement and
Amendment No. 1 to the Note Purchase Agreement which are filed as Exhibits D and E, respectively, to this Schedule 13D and incorporated by reference herein.
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Page 10 of 11 – SEC Filing
Signatures
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 2, 2018
Silver Lake Kraftwerk Fund, L.P. | ||||||||
By: | Silver Lake Technology Associates Kraftwerk, | |||||||
By: SLTA Kraftwerk (GP), L.L.C., its | ||||||||
general partner | ||||||||
By: | /s/ Adam Grosser | |||||||
Name: Adam Grosser | ||||||||
Title: Managing Director | ||||||||
Silver Lake Technology Investors | ||||||||
Kraftwerk, L.P. | ||||||||
By: | Silver Lake Technology Associates Kraftwerk, | |||||||
By: SLTA Kraftwerk (GP), L.L.C., its | ||||||||
general partner | ||||||||
By: | /s/ Adam Grosser | |||||||
Name: Adam Grosser | ||||||||
Title: Managing Director | ||||||||
Silver Lake Technology Associates | ||||||||
Kraftwerk, L.P. | ||||||||
By: | SLTA Kraftwerk (GP), L.L.C., its general | |||||||
partner | ||||||||
By: | /s/ Adam Grosser | |||||||
Name: Adam Grosser | ||||||||
Title: Managing Director | ||||||||
SLTA Kraftwerk (GP), L.L.C. | ||||||||
By: | /s/ Adam Grosser | |||||||
Name: Adam Grosser | ||||||||
Title: Managing Director | ||||||||
Silver Lake Group, L.L.C. | ||||||||
By: | /s/ Karen M. King | |||||||
Name: Karen M. King | ||||||||
Title: Managing Director and Chief Legal | ||||||||
Officer |
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Page 11 of 11 – SEC Filing
Annex A
Annex A is hereby amended and restated as follows:
The
following sets forth the name and principal occupation of each of the managing members of Silver Lake Group, L.L.C. Each of such persons is a citizen of the United States.
Silver Lake Group, L.L.C.
Name | Business Address | Principal Occupation | ||
Michael Bingle | c/o Silver Lake 9 West 57th Street, 32nd New York, New York 10019 | Managing Director and Managing Member of Silver Lake Group, L.L.C. | ||
Egon Durban | c/o Silver Lake 2775 Sand Hill Road, Suite Menlo Park, California 94025 | Managing Director and Managing Member of Silver Lake Group, L.L.C. | ||
Kenneth Hao | c/o Silver Lake 2775 Sand Hill Road, Suite Menlo Park, California 94025 | Managing Director and Managing Member of Silver Lake Group, L.L.C. | ||
Greg Mondre | c/o Silver Lake 9 West 57th Street, 32nd New York, New York 10019 | Managing Director and Managing Member of Silver Lake Group, L.L.C. |
None of the persons listed above beneficially owns any Common Stock of the Issuer or has engaged in any transactions in Common
Stock in the previous 60 days.