| Item 1. | |
| (a) | Name of issuer:
SailPoint, Inc. |
| (b) | Address of issuer's principal executive offices:
11120 Four Points Drive, Suite 100, Austin, Texas 78726 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by the entities listed below, all of whom together are referred to herein as the "Reporting Persons":
i. Thoma Bravo UGP, LLC ("Thoma Bravo UGP")
ii. Thoma Bravo Executive Fund XIII, L.P. ("TB Exec Fund XIII")
iii. Thoma Bravo Fund XIII, L.P. ("TB Fund XIII")
iv. Thoma Bravo Fund XIII-A, L.P. ("TB Fund XIII-A")
v. Thoma Bravo Executive Fund XV, L.P. ("TB Exec Fund XV")
vi. Thoma Bravo Fund XV, L.P. ("TB Fund XV")
vii. Thoma Bravo Fund XV-A, L.P. ("TB Fund XV-A")
viii. Thoma Bravo Employee Fund, L.P. ("TB Employee Fund")
ix. Project Hotel California Co-Invest Fund, L.P. ("TB Co-Invest Fund")
x. Thoma Bravo Co-Invest Opportunities XV-1, L.P. ("TB Co-Invest XV-1 Fund")
xi. Thoma Bravo Co-Invest Opportunities XV-3, L.P. ("TB Co-Invest XV-3 Fund")
xii. 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") |
| (b) | Address or principal business office or, if none, residence:
110 North Wacker Drive, 32nd Floor, Chicago, Illinois 60606 |
| (c) | Citizenship:
See responses to Item 4 on each cover page. |
| (d) | Title of class of securities:
Common stock, par value $0.0001 per share |
| (e) | CUSIP No.:
78781J109 |
| 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: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | 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 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page.
The Reporting Persons beneficially own, in the aggregate, 479,842,514 shares of common stock of SailPoint, Inc., which represents 86.2% of the outstanding shares of common stock (based upon 556,575,093 shares of common stock outstanding as of March 21, 2025, as reported in SailPoint, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2025).
Such 479,842,514 shares consist 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. 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. |
| (b) | Percent of class:
See responses to Item 11 on each cover page. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
|
| | (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
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| | (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
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| | (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)