Filing Details

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.

  NAMES OF REPORTING PERSONS

  Emergence Capital Partners III, L.P.     

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware     

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  25,618,216 (1)(2)    

  SHARED VOTING POWER

  -0-     

  SOLE DISPOSITIVE POWER

  25,618,216 (1)(2)     

  SHARED DISPOSITIVE POWER

  -0-     

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  25,618,216 (1)(2)     

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  17.9% (2)(3)(4)    

  TYPE OF REPORTING PERSON

  PN     

Represents 25,618,216 shares of Class B Common Stock held directly by Emergence Capital Partners III, L.P.

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 will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuers certificate of incorporation.

The percent of class was calculated based on (i) 117,334,439 shares of Class A Common Stock and (ii) 160,060,070 shares of Class B Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 17, 2020.

Based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 25,618,216 shares of Class B Common Stock held by Emergence Capital Partners III, L.P. represents 14.9% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

NAMES OF REPORTING PERSONS

  EZP Opportunity, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware     

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

  3,120,609 (1)(2)    

SHARED VOTING POWER

  -0-     

SOLE DISPOSITIVE POWER

  3,120,609 (1)(2)     

SHARED DISPOSITIVE POWER

  -0-     

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  3,120,609 (1)(2)     

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  2.6% (2)(3)(4)     

TYPE OF REPORTING PERSON

  PN     

Represents 3,120,609 shares of Class B Common Stock held directly by EZP Opportunity, L.P.

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 will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuers certificate of incorporation.

The percent of class was calculated based on (i) 117,334,439 shares of Class A Common Stock and (ii) 160,060,070 shares of Class B Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 17, 2020.

Based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 3,120,609 shares of Class B Common Stock held by EZP Opportunity, L.P. represents 1.8% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

  NAMES OF REPORTING PERSONS

  Emergence Equity Partners III, L.P.     

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware     

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  28,738,825 (1)(2)

  SHARED VOTING POWER

  -0-     

  SOLE DISPOSITIVE POWER

  28,738,825 (1)(2)

  SHARED DISPOSITIVE POWER

  -0-     

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  28,738,825 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  19.7% (2)(3)(4)

  TYPE OF REPORTING PERSON

  PN     

Represents 28,738,825 shares of Class B Common Stock held directly by Emergence Capital Partners III, L.P. (ECP III) and EZP Opportunity, L.P. (EZP) Emergence Equity Partners III, L.P. is the sole general partner of ECP III and EZP, and may be deemed to beneficially own the shares of stock held directly by each ECP III and EZP.

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 will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuers certificate of incorporation.

The percent of class was calculated based on (i) 117,334,439 shares of Class A Common Stock and (ii) 160,060,070 shares of Class B Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 17, 2020.

Based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 28,738,825 shares of Class B Common Stock held by ECP III and EZP represent 16.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

  NAMES OF REPORTING PERSONS

   Emergence GP Partners, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware     

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

   28,738,825 (1)(2)

  SHARED VOTING POWER

  -0-     

  SOLE DISPOSITIVE POWER

   28,738,825 (1)(2)

  SHARED DISPOSITIVE POWER

  -0-     

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   28,738,825 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

   19.7% (2)(3)(4)

  TYPE OF REPORTING PERSON

  OO

Represents 28,738,825 shares of Class B Common Stock held directly by ECP III and EZP. Emergence GP Partners, LLC is the sole general partner of Emergence Equity Partners III, L.P., which is the sole general partner of ECP III and EZP, and may be deemed to beneficially own the shares of stock held directly by ECP III and EZP.

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 will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuers certificate of incorporation.

The percent of class was calculated based on (i) 117,334,439 shares of Class A Common Stock and (ii) 160,060,070 shares of Class B Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 17, 2020.

Based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 28,738,825 shares of Class B Common Stock held by ECP III and EZP represent 16.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

  NAMES OF REPORTING PERSONS

  Gordon Ritter    

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

   United States of America    

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

   28,738,825 (1)(2)    

  SHARED VOTING POWER

  -0-     

  SOLE DISPOSITIVE POWER

   28,738,825 (1)(2)     

  SHARED DISPOSITIVE POWER

  -0-     

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   28,738,825 (1)(2)     

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  19.7% (2)(3)(4)    

  TYPE OF REPORTING PERSON

  IN     

Represents 28,738,825 shares of Class B Common Stock held directly by ECP III and EZP.

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 will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuers certificate of incorporation.

The percent of class was calculated based on (i) 117,334,439 shares of Class A Common Stock and (ii) 160,060,070 shares of Class B Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 17, 2020.

Based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 28,738,825 shares of Class B Common Stock held by ECP III and EZP represent 16.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

  NAMES OF REPORTING PERSONS

  Jason Green

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

   28,738,825 (1)(2)

  SHARED VOTING POWER

  -0-     

  SOLE DISPOSITIVE POWER

   28,738,825 (1)(2)

  SHARED DISPOSITIVE POWER

  -0-     

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   28,738,825 (1)(2)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

   19.7% (2)(3)(4)

  TYPE OF REPORTING PERSON

   IN

Represents 28,738,825 shares of Class B Common Stock held directly by ECP III and EZP.

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 will convert automatically into one (1) share of Class A Common Stock upon certain events specified in the Issuers certificate of incorporation.

The percent of class was calculated based on (i) 117,334,439 shares of Class A Common Stock and (ii) 160,060,070 shares of Class B Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 17, 2020.

Based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 28,738,825 shares of Class B Common Stock held by ECP III and EZP represent 16.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

55 Almaden Boulevard

6^th Floor

San Jose, California 95113

(i) Emergence Capital Partners III, L.P., a Delaware limited partnership;

(ii)  EZP Opportunity, L.P., a Delaware limited partnership;

(iii)  Emergence Equity Partners III, L.P., a Delaware limited partnership;

(iv) Emergence GP Partners, LLC, a Delaware limited liability company;

(v)   Gordon Ritter, a citizen of the United States of America; and

(vi) Jason Green, a citizen of the United States of America

The address of the principal business office of each of the reporting persons are 160 Bovet Road, Suite 300, San Mateo, California 94402.

Broker or dealer registered under Section 15 of the Act;

Bank as defined in Section 3(a)(6) of the Act;

Insurance company as defined in Section 3(a)(19) of the Act;

Investment company registered under Section 8 of the Investment Company Act of 1940;

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

A parent holding company or control person in accordance with Rule 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;

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

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

(i) Emergence Capital Partners III, L.P. (ECP III) directly owns 25,618,216 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 17.9% of the outstanding shares of Class A Common Stock. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 25,618,216 shares of Class B Common Stock held by ECP III represents 14.9% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

(ii)  EZP Opportunity, L.P. (EZP) directly owns 3,120,609 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 2.6% of the outstanding shares of Class A Common Stock. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 3,120,609 shares of Class B Common Stock held by EZP represents 1.8% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

(iii)  Emergence Equity Partners III, L.P. (EEP III) is the sole general partner of ECP III and EZP, and may be deemed to beneficially own 28,738,825 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 19.7% of the outstanding shares of Class A Common Stock. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 28,738,825 shares of Class B Common Stock held by ECP III and EZP represent 16.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

(iv) Emergence GP Partners, LLC (EGP) is the sole general partner of EEP III, which is the sole general partner of ECP III and EZP, and may be deemed to beneficially own 28,738,825 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 19.7% of the outstanding shares of Class A Common Stock. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 28,738,825 shares of Class B Common Stock held by ECP III and EZP represent 16.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

(v)   Gordon Ritter (Ritter) is an equity holder of EGP, which is the sole general partner of EEP III, which is the sole general partner of ECP III and EZP, and may be deemed to beneficially own 28,738,825 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 19.7% of the outstanding shares of Class A Common Stock. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 28,738,825 shares of Class B Common Stock held by ECP III and EZP represent 16.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

(vi) Jason Green (Green) is an equity holder of EGP, which is the sole general partner of EEP III, which is the sole general partner of ECP III and EZP, and may be deemed to beneficially own 28,738,825 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 19.7% of the outstanding shares of Class A Common Stock. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 28,738,825 shares of Class B Common Stock held by ECP III and EZP represent 16.7% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.

     The percent of class and voting power were calculated based on (i) 117,334,439 shares of Class A Common Stock and (ii) 160,060,070 shares of Class B Common Stock outstanding as of December 31, 2019, as provided by the Issuer to the reporting person on January 17, 2020.

Reporting Person

Emergence Capital Partners III, L.P.

EZP Opportunity, L.P.

Emergence Equity Partners III, L.P.

Emergence GP Partners, LLC

Gordon Ritter

Jason Green

Sole power to vote or direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

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.  ☐

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Identification and Classification of Members of the Group.

Not applicable.

Notice of Dissolution of Group.

Not applicable.

Certification.

Not applicable.