Filing Details
- Accession Number:
- 0001193125-19-040150
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-14 13:43:33
- Filed By:
- .406 Ventures Management, L.p.
- Company:
- Carbon Black Inc. (NASDAQ:CBLK)
- Filing Date:
- 2019-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| 406 Ventures Management | 0 | 4,435,535 | 0 | 4,435,535 | 4,435,535 | 6.5% |
| Point 406 Ventures I | 0 | 3,000,833 | 0 | 3,000,833 | 3,000,833 | 4.4% |
| Point 406 Ventures I-A | 0 | 14,426 | 0 | 14,426 | 14,426 | .02% |
| 1941 Co-Invest | 0 | 939,526 | 0 | 939,526 | 939,526 | 1.4% |
| B941 | 0 | 480,750 | 0 | 480,750 | 480,750 | .7% |
| 406 Ventures I GP | 0 | 4,435,535 | 0 | 4,435,535 | 4,435,535 | 6.5% |
| 406 Ventures I GP | 0 | 4,435,535 | 0 | 4,435,535 | 4,435,535 | 6.5% |
| 406 Ventures Management GP | 0 | 4,435,535 | 0 | 4,435,535 | 4,435,535 | 6.5% |
| Maria Cirino | 31,007 | 4,435,535 | 25,000 | 4,435,535 | 4,466,542 | 6.6% |
| Liam Donohue | 0 | 4,435,535 | 0 | 4,435,535 | 4,435,535 | 6.5% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Carbon Black, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
14081R 103
(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)
☒ Rule 13d-1(d)
| * | 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 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).
| 1 | NAMES OF REPORTING PERSONS
.406 Ventures Management, L.P. | |||||
| 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
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,435,535 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,435,535 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,435,535 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| 1 | NAMES OF REPORTING PERSONS
Point 406 Ventures I, L.P. | |||||
| 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
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,000,833 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,000,833 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,833 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| 1 | NAMES OF REPORTING PERSONS
Point 406 Ventures I-A, L.P. | |||||
| 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
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
14,426 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
14,426 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,426 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.02% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| 1 | NAMES OF REPORTING PERSONS
1941 Co-Invest, LLC | |||||
| 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
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
939,526 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
939,526 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
939,526 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| 1 | NAMES OF REPORTING PERSONS
B941, LLC | |||||
| 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
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
480,750 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
480,750 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,750 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.7% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| 1 | NAMES OF REPORTING PERSONS
.406 Ventures I GP, L.P. | |||||
| 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
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,435,535 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,435,535 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,435,535 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| 1 | NAMES OF REPORTING PERSONS
.406 Ventures I GP, LLC | |||||
| 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
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,435,535 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,435,535 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,435,535 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| 1 | NAMES OF REPORTING PERSONS
.406 Ventures Management GP, LLC | |||||
| 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
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,435,535 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,435,535 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,435,535 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| 1 | NAMES OF REPORTING PERSONS
Maria Cirino | |||||
| 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
United States | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
31,007 | ||||
| 6 | SHARED VOTING POWER
4,435,535 | |||||
| 7 | SOLE DISPOSITIVE POWER
25,000 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,435,535 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,466,542 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| 1 | NAMES OF REPORTING PERSONS
Liam Donohue | |||||
| 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
United States | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,435,535 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,435,535 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,435,535 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| Item 1(a). | Name of Issuer: |
Carbon Black, Inc. (the Issuer)
| Item 1(b). | Address of Issuers Principal Executive Offices: |
1100 Winter Street, Waltham, MA 02451
| Item 2(a). | Names of Persons Filing: |
The names of the persons filing this report (collectively, the Reporting Persons) are:
.406 Ventures Management, L.P.
Point 406 Ventures I, L.P.
Point 406 Ventures I-A, L.P.
1941 Co-Invest, LLC
B941, LLC
.406 Ventures I GP, L.P.
.406 Ventures I GP, LLC
.406 Ventures Management GP, LLC
Maria Cirino
Liam Donohue
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is:
470 Atlantic Ave., 12th Floor
Boston, MA 02110
| Item 2(c). | Citizenship: |
.406 Ventures Management, L.P. - Delaware
Point 406 Ventures I, L.P. - Delaware
Point 406 Ventures I-A, L.P. - Delaware
1941 Co-Invest, LLC - Delaware
B941, LLC - Delaware
.406 Ventures I GP, L.P. - Delaware
.406 Ventures I GP, LLC Delaware
.406 Ventures Management GP, LLC - Delaware
Maria Cirino United States
Liam Donohue United States
| Item 2(d). | Title of Class of Securities: |
Common stock, $0.001 par value per share (Common Stock)
| Item 2(e). | CUSIP Number: |
14081R 103
| 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: |
Not applicable.
| Item 4. | Ownership. |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 67,951,050 outstanding shares of Common Stock, as reported in the Issuers Form 10-Q filed on October 25, 2018.
.406 Ventures I GP, L.P. is the general partner of each of Point 406 Ventures I, L.P., Point 406 Ventures I-A, L.P., 1941 Co-Invest, LLC and B941, LLC. .406 Ventures I GP, LLC is the general partner of .406 Ventures I GP, L.P. Ms. Cirino and Mr. Donohue are managing members of .406 Ventures I GP, LLC. .406 Ventures Management, L.P. is the management company hired by .406 Ventures I GP, LP. .406 Ventures Management GP, LLC is the general partner of .406 Ventures Management, L.P.
| 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the SubsidiaryWhich 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 Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2019
| .406 VENTURES MANAGEMENT, L.P. | ||
| By: | .406 Ventures Management GP, LLC | |
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner | ||
| POINT 406 VENTURES I, L.P. | ||
| By: | .406 Ventures I GP, LLC | |
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner | ||
| POINT 406 VENTURES I-A, L.P. | ||
| By: | .406 Ventures I GP, LLC | |
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner | ||
| 1941 CO-INVEST, LLC | ||
| By: | .406 Ventures I GP, LLC | |
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner | ||
| B941, LLC | ||
| By: | .406 Ventures I GP, LLC | |
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner | ||
| .406 VENTURES I GP, L.P. | ||
| By: | .406 Ventures I GP, LLC | |
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner | ||
| .406 VENTURES I GP, LLC | ||
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner | ||
| .406 VENTURES MANAGEMENT GP, LLC | ||
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner | ||
| /s/ Maria Cirino | ||
| MARIA CIRINO | ||
| /s/ Liam Donohue | ||
| LIAM DONOHUE | ||
EXHIBIT 1
AGREEMENT
The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.
Date February 14, 2019
| .406 VENTURES MANAGEMENT, L.P. | ||
| By: | .406 Ventures Management GP, LLC | |
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner | ||
| POINT 406 VENTURES I, L.P. | ||
| By: | .406 Ventures I GP, LLC | |
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner | ||
| POINT 406 VENTURES I-A, L.P. | ||
| By: | .406 Ventures I GP, LLC | |
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner | ||
| 1941 CO-INVEST, LLC | ||
| By: | .406 Ventures I GP, LLC | |
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner | ||
B941, LLC
| By: | .406 Ventures I GP, L.P. | |
| By: | .406 Ventures I GP, LLC | |
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner | ||
.406 VENTURES I GP, L.P.
By: .406 Ventures I GP, LLC
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner |
.406 VENTURES I GP, LLC
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner |
.406 VENTURES MANAGEMENT GP, LLC
| By: | /s/ Maria Cirino | |
| Name: Maria Cirino | ||
| Title: Managing Partner |
| /s/ Maria Cirino |
| MARIA CIRINO |
| /s/ Liam Donohue |
| LIAM DONOHUE |