| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SailPoint, Inc. [ SAIL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/14/2025 | S | 2,500,000(1)(2) | D | $21.9075(3) | 479,842,514(4) | I | See footnote(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Consists of (i) 2,771 shares of held directly by Thoma Bravo Executive Fund XIII, L.P. ("TB Exec Fund XIII"), (ii) 146,200 shares held directly by Thoma Bravo Fund XIII, L.P. ("TB Fund XIII"), (iii) 166,221 shares held directly by Thoma Bravo Fund XIII-A, L.P. ("TB Fund XIII-A"), (iv) 4,637 shares held directly by Thoma Bravo Executive Fund XV, L.P. ("TB Exec Fund XV"), (v) 481,016 shares held directly by Thoma Bravo Fund XV, L.P. ("TB Fund XV"), (vi) 846,388 shares held directly by Thoma Bravo Fund XV-A, L.P. ("TB Fund XV-A"), (vii) 179 shares held directly by Thoma Bravo Employee Fund, L.P. ("TB Employee Fund"), |
| 2. (continued from footnote 1) (viii) 792,390 shares held directly by Project Hotel California Co-Invest Fund, L.P. ("TB Co-Invest Fund"), (ix) 10,959 shares held directly by Thoma Bravo Co-Invest Opportunities XV-1, L.P. ("TB Co-Invest XV-1 Fund"), (x) 5,820 shares held directly by Thoma Bravo Co-Invest Opportunities XV-3, L.P. ("TB Co-Invest XV-3 Fund"), and (xi) 43,419 shares held directly by Project Quail Opportunities, L.P. ("TB Quail Fund" and, together with TB Exec Fund XIII, TB Fund XIII, TB Fund XIII-A, TB Exec Fund XV, TB Fund XV, TB Fund XV-A, TB Employee Fund, TB Co-Invest Fund, TB Co-Invest XV-1 Fund and TB Co-Invest XV-3 Fund, the "Thoma Bravo Funds"). |
| 3. Represents the initial public offering price to the public of $23.00 per share, less the underwriters' discounts and commissions of $1.0925 per share. |
| 4. Consists of (i) 531,953 shares held directly by TB Exec Fund XIII, (ii) 28,061,154 shares held directly by TB Fund XIII, (iii) 31,904,250 shares held directly by TB Fund XIII-A, (iv) 889,980 shares held directly by TB Exec Fund XV, (v) 92,324,736 shares held directly by TB Fund XV, (vi) 162,453,149 shares held directly by TB Fund XV-A, (vii) 34,286 shares held directly by TB Employee Fund, (viii) 152,088,871 shares held directly by TB Co-Invest Fund, (ix) 2,103,391 shares held directly by TB Co-Invest XV-1 Fund, (x) 1,117,008 shares held directly by TB Co-Invest XV-3 Fund, and (xi) 8,333,736 shares held directly by TB Quail Fund. |
| 5. Thoma Bravo UGP, LLC ("Thoma Bravo UGP") is the ultimate general partner of the Thoma Bravo Funds and may be deemed to beneficially own the shares directly held by the Thoma Bravo Funds. Thoma Bravo UGP disclaims beneficial ownership of the shares directly held by the Thoma Bravo Funds except to the extent of its pecuniary interest therein. |
| /s/ Seth Boro, Authorized Signatory | 02/19/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||