Page 7 of 14 – SEC Filing
| Item 1. | Security and Issuer |
This Schedule 13D (the Schedule 13D) relates to the
Common Stock, par value $0.00005 per share (the Common Stock), of Tintri, Inc., a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 303 Ravendale Drive, Mountain View, CA 94043.
| Item 2. | Identity and Background |
(a) and (f) This Schedule 13D is being filed jointly on
behalf of the following persons (collectively, the Reporting Persons), each of which is a Delaware entity:
| 1. | Silver Lake Kraftwerk Fund, L.P. (SLK), |
| 2. | Silver Lake Technology Investors Kraftwerk, L.P. (SLTIK, and together with SLK, the Silver Lake Investors), |
| 3. | Silver Lake Technology Associates Kraftwerk, L.P. (SLTA Kraftwerk), |
| 4. | SLTA Kraftwerk (GP), L.L.C. (SLTA GP Kraftwerk), and |
| 5. | Silver Lake Group, L.L.C. (SLG). |
The Reporting Persons have entered into an
agreement of joint filing, a copy of which is attached hereto as Exhibit A.
(b) and (c) The general partner of SLK and SLTIK is SLTA
Kraftwerk. The general partner of SLTA Kraftwerk is SLTA GP Kraftwerk. The managing member of SLTA GP Kraftwerk is SLG. Certain information concerning the identity and background of each of the managing members of SLG is set forth in Annex A
attached hereto, which is incorporated herein by reference in response to this Item 2.
The principal business of each of SLK and
SLTIK is to invest in securities. The principal business of SLTA Kraftwerk is to serve as the general partner of SLK and SLTIK and to manage investments through other partnerships and limited liability companies. The principal business of SLTA GP
Kraftwerk is to serve as the general partner of SLTA Kraftwerk and to manage investments through other partnerships and limited liability companies. The principal business of SLG is to serve as the managing member of SLTA GP Kraftwerk and to manage
investments through other partnerships and limited liability companies.
The principal office of each of the Reporting Persons is located
at c/o Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, California 94025.
(d) and (e) None of the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any of the persons listed on Annex A attached hereto has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
In July 2015, SLK and SLTIK purchased
from the Issuer 1,475,551 and 45,792 shares of the Issuers Series F Convertible Preferred Stock (such amounts reflected after giving effect to the Issuers one-for-six reverse stock split in June 2017), respectively, for an aggregate
purchase price of $67,000,004. The purchase of the securities was funded from general funds available to the Reporting Persons, including capital contributions from investors. On July 6, 2017, immediately prior to the consummation of the
Issuers initial public offering (the IPO), SLK and SLTIK received 4,426,646 and 137,375 shares of the Issuers Common Stock, respectively, upon the automatic conversion of the Series F Convertible Preferred Stock.
On July 6, 2017, as part of the IPO, SLK and SLTIK purchased 819,012 and 25,417 shares of Common Stock, respectively, at the initial
public offering price to the public of $7.00 per share for total consideration of $5,733,084 and $177,919, respectively, or $5,911,003 in the aggregate. The aggregate funds used in connection with the purchase were provided from general funds
available to the Reporting Persons, including capital contributions from investors.
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