SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Insight Holdings Group, LLC (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/25/2018	3. Issuer Name and Ticker or Trading Symbol Tenable Holdings, Inc. [ TENB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common stock	4,107,504	(1)	I	See footnote(2)
Series B Preferred Stock	(1)	(1)	Common stock	3,302,193	(1)	I	See footnote(3)
Series B Preferred Stock	(1)	(1)	Common stock	3,036,378	(1)	I	See footnote(4)
Series B Preferred Stock	(1)	(1)	Common stock	3,737,080	(1)	I	See footnote(5)

1. Name and Address of Reporting Person* Insight Holdings Group, LLC (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Associates Growth-Buyout Coinvestment Ltd. (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Associates Growth-Buyout Coinvestment, L.P. (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. (Last) (First) (Middle) C/O INSIGHT VENTURE PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of the issuer's Series B preferred stock will convert into 1 share of the issuer's common stock (a) at the option of the holder and (b) automatically upon the earlier of (i) the date specified by the vote or written consent of holders of at least sixty percent (60%) of the shares of Series B preferred stock then outstanding, or (ii) the closing of the issuer's initial public offering if the price per share of common stock is not less than $17.417019. The Series B preferred stock has no expiration date.

2. Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P.

3. Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P.

4. Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P.

5. Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P.

Remarks:

This Form 3 is the second of two Forms 3 filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting person. Each Form 3 is filed by Designated Filer, Insight Holdings Group, LLC.

	Insight Holdings Group, LLC, By: /s/ Blair Flicker, Attorney-in-Fact	07/25/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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