Filing Details

 

CUSIP NO. 34553D101

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. 1)*

 

ForeScout Technologies, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

34553D101

(CUSIP Number)

December 31, 2018

(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)

 

x

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 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 (“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).

 

(Continued on following pages)

 

Page 1 of 13 Pages

Exhibit Index Contained on Page 11

 

 

 

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.   Accel VIII L.P. (“A8”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)          ¨          (b)          x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares.
	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 0 shares.
	8	SHARED DISPOSITIVE POWER 0 shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)	0%
12	TYPE OF REPORTING PERSON	PN

 

 

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.   Accel VIII Associates L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)          ¨          (b)          x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares.
	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 0 shares.
	8	SHARED DISPOSITIVE POWER 0 shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)	0%
12	TYPE OF REPORTING PERSON	OO

 

 

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.   Accel Internet Fund IV L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)          ¨          (b)          x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares.
	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 0 shares.
	8	SHARED DISPOSITIVE POWER 0 shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)	0%
12	TYPE OF REPORTING PERSON	PN

 

 

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.   Accel Investors 2000 L.L.C. (“AI00”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)          ¨          (b)          x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares.
	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 0 shares.
	8	SHARED DISPOSITIVE POWER 0 shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  REPORTING PERSON	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)	0%
12	TYPE OF REPORTING PERSON	OO

 

 

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.   Arthur C. Patterson (“ACP”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)          ¨          (b)          x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 215,006 shares, of which 113,633 shares are directly owned by ACP, 30,251 shares are directly owned by Ellmore C. Patterson Partners, 59,295 shares are directly owned by ACP Family Partnership, 2,310 shares are directly owned by 2007 ACP Remainder Trust u/a/d 4/2/2007, and 9,517 shares are directly owned by ACP 2017 Grantor Trust u/a/d 6/5/2017.
	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 215,006 shares, of which 113,633 shares are directly owned by ACP, 30,251 shares are directly owned by Ellmore C. Patterson Partners, 59,295 shares are directly owned by ACP Family Partnership, 2,310 shares are directly owned by 2007 ACP Remainder Trust u/a/d 4/2/2007, and 9,517 shares are directly owned by ACP 2017 Grantor Trust u/a/d 6/5/2017.
	8	SHARED DISPOSITIVE POWER 0 shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	215,006
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)	0.5%
12	TYPE OF REPORTING PERSON	IN

 

 

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.   James R. Swartz (“JRS”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)          ¨          (b)          x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 106,317 shares, of which 27,693 shares are directly owned by JRS, 27,172 shares are directly owned by Burn3, LLC, 42,697 shares are directly owned by Homestake Partners L.P., and 8,755 shares are directly owned by Swartz Foundation.
	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 106,317 shares, of which 27,693 shares are directly owned by JRS, 27,172 shares are directly owned by Burn3, LLC, 42,697 shares are directly owned by Homestake Partners L.P., and 8,755 shares are directly owned by Swartz Foundation.
	8	SHARED DISPOSITIVE POWER 0 shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	106,317
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)	0.2%
12	TYPE OF REPORTING PERSON	IN

 

 

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ITEM 1(A).	NAME OF ISSUER
	ForeScout Technologies, Inc.
ITEM 1(B).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
	190 West Tasman Drive
	San Jose, CA 95134
ITEM 2(A).	NAME OF PERSONS FILING
	This Amendment No. 1 amends the Statement on Schedule 13G filed by Accel VIII L.P. (“A8”), Accel VIII Associates L.L.C. (“A8A”), Accel Internet Fund IV L.P. (“AIF4”), Accel Investors 2000 L.L.C. (“AI00”), Arthur C. Patterson (“ACP”) and James R. Swartz (“JRS”).  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
	A8A, the general partner of A8 and AIF4, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by A8 and AIF4.  ACP and JRS are managing members of A8A and AI00 and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by A8A and AI00.
ITEM 2(B).	ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
	The address of the principal business office for each of the Reporting Persons is:
	Accel Partners
	500 University Avenue
	Palo Alto, CA 94301
ITEM 2(C).	CITIZENSHIP
	A8 and AIF4 are Delaware limited partnerships.  A8A and AI00 are Delaware limited liability companies.   ACP and JRS are United States citizens.

 

ITEM 2(D) AND (E).

TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER:

 

	Common Stock, $0.001 par value
	CUSIP #34553D101

 

ITEM 3.	Not Applicable.
ITEM 4.	OWNERSHIP
	The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2018:

 

	(a)	Amount beneficially owned:
		See Row 9 of cover page for each Reporting Person.
	(b)	Percent of Class:
		See Row 11 of cover page for each Reporting Person.

 

 

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(c)

Number of shares as to which such person has:

 

	(i)	Sole power to vote or to direct the vote:
		See Row 5 of cover page for each Reporting Person.
	(ii)	Shared power to vote or to direct the vote:
		See Row 6 of cover page for each Reporting Person.
	(iii)	Sole power to dispose or to direct the disposition of:
		See Row 7 of cover page for each Reporting Person.
	(iv)	Shared power to dispose or to direct the disposition of:
		See Row 8 of cover page for each Reporting Person.

 

ITEM 5.	OWNERSHIP OF FIVE 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 five percent of the class of securities, check the following:            x  Yes
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
	Under certain circumstances set forth in the limited partnership agreements of A8 and AIF4, and the limited liability company agreements of A8A and AI00, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
	Not applicable.
ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
	Not applicable.
ITEM 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not applicable.
ITEM 10.	CERTIFICATION.
	Not applicable.

 

 

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SIGNATURES

 

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.

 

Dated: February 13, 2019

 

Entities:

Accel VIII L.P.*

Accel VIII Associates L.L.C.*

Accel Internet Fund IV L.P.*

Accel Investors 2000 L.L.C.*

 

	By:	/s/ Tracy L. Sedlock
		Tracy L. Sedlock, Attorney-in-fact
		for above-listed entities

 

Individuals:

Arthur C. Patterson*

James R. Swartz*

 

	By:	/s/ Tracy L. Sedlock
		Tracy L. Sedlock, Attorney-in-fact
		for above-listed individuals

 

* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

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EXHIBIT INDEX

 

				Sequentially
Exhibit		Document Description		Numbered Page
Exhibit A		Agreement of Joint Filing		12
Exhibit B		Reference to Tracy L. Sedlock as Attorney-in-Fact		13

 

 

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exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of ForeScout Technologies, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

 

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EXHIBIT B

 

REFERENCE TO TRACY L. SEDLOCK AS ATTORNEY-IN-FACT

 

Tracy L. Sedlock has signed the enclosed documents as Attorney-In-Fact. Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.