| Accession Number: | 0001209191-19-059714 |
| Date: | 2019-12-05 |
| Issuer: | TENABLE HOLDINGS, INC. (TENB) |
| Original Submission Date: |
ACCEL GROWTH FUND II L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301
ACCEL GROWTH FUND II STRATEGIC PARTNERS L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301
ACCEL GROWTH FUND INVESTORS 2012 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301
ACCEL GROWTH FUND II ASSOCIATES L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301
ACCEL GROWTH FUND III L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301
ACCEL GROWTH FUND III STRATEGIC PARTNERS L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301
ACCEL GROWTH FUND INVESTORS 2014 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301
ACCEL GROWTH FUND III ASSOCIATES L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | 2019-12-05 | J | 2,094,854 | d | $0.00 | 1,396,572 f2 | direct | ||
| COMMON STOCK | 2019-12-05 | J | 151,677 | d | $0.00 | 101,118 | indirect | f4 | |
| COMMON STOCK | 2019-12-05 | J | 203,872 | d | $0.00 | 135,912 | indirect | f6 | |
| COMMON STOCK | 2019-12-06 | J | 1,396,572 | d | $0.00 | 0 | direct | ||
| COMMON STOCK | 2019-12-06 | J | 101,118 | d | $0.00 | 0 | indirect | f4 | |
| COMMON STOCK | 2019-12-06 | J | 135,912 | d | $0.00 | 0 | indirect | f6 | |
| COMMON STOCK | 2019-12-06 | J | 778,112 | d | $0.00 | 7,021,010 | indirect | f11 | |
| COMMON STOCK | 2019-12-06 | J | 36,735 | d | $0.00 | 331,467 | indirect | f13 | |
| COMMON STOCK | 2019-12-06 | J | 51,551 | d | $0.00 | 465,148 | indirect | f15 |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|
| ID | footnote |
|---|---|
| f1 | on december 5, 2019, accel growth fund ii l.p. distributed, for no consideration, 2,094,854 shares of common stock of the issuer (the "accel ii shares") to its limited partners and to accel growth fund ii associates l.l.c. ("accel ii gp"), the general partner of accel growth fund ii l.p., representing each such partner's pro rata interest in such accel ii shares. on the same date, accel ii gp distributed, for no consideration, the accel ii shares it received in the distribution by accel growth fund ii l.p. to its members, representing each such member's pro rata interest in such accel ii shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended. |
| f2 | these shares are held by accel growth fund ii l.p. accel ii gp is the general partner of each of accel growth fund ii l.p. and accel growth fund ii strategic partners l.p. (together, the "accel ii entities"). accel ii gp has sole voting and dispositive power with regard to the shares held by the accel ii entities. accel ii gp disclaims section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for section 16 or any other purpose. |
| f3 | on december 5, 2019, accel growth fund ii strategic partners l.p. distributed, for no consideration, 151,677 shares of common stock of the issuer (the "accel strategic shares") to its limited partners and to accel ii gp, the general partner of accel growth fund ii strategic partners l.p., representing each such partner's pro rata interest in such accel strategic shares. on the same date, accel ii gp distributed, for no consideration, the accel strategic shares it received in the distribution by accel growth fund ii strategic partners l.p. to its members, representing each such member's pro rata interest in such accel strategic shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended. |
| f4 | these shares are held by accel growth fund ii strategic partners l.p. accel ii gp disclaims section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for section 16 or any other purpose. |
| f5 | on december 5, 2019, accel growth fund investors 2012 l.l.c. distributed, for no consideration, 203,872 shares of common stock of the issuer (the "accel 2012 shares") to its members, representing each such member's pro rata interest in such accel 2012 shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended. |
| f6 | these shares are held by accel growth fund investors 2012 l.l.c. |
| f7 | on december 6, 2019, accel growth fund ii l.p. distributed, for no consideration, 1,396,572 shares of common stock of the issuer (the "accel ii shares") to its limited partners and to accel growth fund ii associates l.l.c. ("accel ii gp"), the general partner of accel growth fund ii l.p., representing each such partner's pro rata interest in such accel ii shares. on the same date, accel ii gp distributed, for no consideration, the accel ii shares it received in the distribution by accel growth fund ii l.p. to its members, representing each such member's pro rata interest in such accel ii shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended. |
| f8 | on december 6, 2019, accel growth fund ii strategic partners l.p. distributed, for no consideration, 101,118 shares of common stock of the issuer (the "accel strategic shares") to its limited partners and to accel ii gp, the general partner of accel growth fund ii strategic partners l.p., representing each such partner's pro rata interest in such accel strategic shares. on the same date, accel ii gp distributed, for no consideration, the accel strategic shares it received in the distribution by accel growth fund ii strategic partners l.p. to its members, representing each such member's pro rata interest in such accel strategic shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended. |
| f9 | on december 6, 2019, accel growth fund investors 2012 l.l.c. distributed, for no consideration, 135,912 shares of common stock of the issuer (the "accel 2012 shares") to its members, representing each such member's pro rata interest in such accel 2012 shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended. |
| f10 | on december 6, 2019, accel growth fund iii l.p. distributed, for no consideration, 778,112 shares of common stock of the issuer (the "accel iii shares") to its limited partners and to accel growth fund iii associates l.l.c. ("accel iii gp"), the general partner of accel growth fund iii l.p., representing each such partner's pro rata interest in such accel iii shares. on the same date, accel iii gp distributed, for no consideration, the accel iii shares it received in the distribution by accel growth fund iii l.p. to its members, representing each such member's pro rata interest in such accel iii shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended. |
| f11 | these shares are held by accel growth fund iii l.p. accel iii gp is the general partner of each of accel growth fund iii l.p. and accel growth fund iii strategic partners l.p. (together, the "accel iii entities"). accel iii gp has sole voting and dispositive power with regard to the shares held by the accel iii entities. accel iii gp disclaims section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for section 16 or any other purpose. |
| f12 | on december 6, 2019, accel growth fund iii strategic partners l.p. distributed, for no consideration, 36,735 shares of common stock of the issuer (the "accel strategic iii shares") to its limited partners and to accel iii gp, the general partner of accel growth fund iii strategic partners l.p., representing each such partner's pro rata interest in such accel strategic iii shares. on the same date, accel iii gp distributed, for no consideration, the accel strategic iii shares it received in the distribution by accel growth fund iii strategic partners l.p. to its members, representing each such member's pro rata interest in such accel strategic iii shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended. |
| f13 | these shares are held by accel growth fund iii strategic partners l.p. accel iii gp disclaims section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for section 16 or any other purpose. |
| f14 | on december 6, 2019, accel growth fund investors 2014 l.l.c. distributed, for no consideration, 51,551 shares of common stock of the issuer (the "accel 2014 shares") to its members, representing each such member's pro rata interest in such accel 2014 shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended. |
| f15 | these shares are held by accel growth fund investors 2014 l.l.c. |
