Form Type: 4

SEC EDGAR Link
Accession Number:0001517413-20-000112
Date:2020-05-26
Issuer: FASTLY, INC. (FSLY)
Original Submission Date:

Reporting Person:

LUONGO PAUL
C/O FASTLY, INC.
475 BRANNAN STREET, SUITE 300 SAN FRANCISCO, CA 94107

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2020-05-26 C 2,084 a $0.00 308,538 direct
CLASS A COMMON STOCK 2020-05-26 S 684 d $39.55 307,854 direct
CLASS A COMMON STOCK 2020-05-26 S 1,200 d $40.39 306,654 direct
CLASS A COMMON STOCK 2020-05-26 S 200 d $41.55 306,454 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
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 ExercisableExpiration 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
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 7.5 2020-05-26 deemed execution date M 2,084 (d) 2028-12-19 class b common stock 2,084 $7.50 64,580 direct
CLASS B COMMON STOCK 7.5 2020-05-26 deemed execution date M 2,084 (a) class a common stock 2,084 $7.50 294,214 direct
CLASS B COMMON STOCK 0.0 2020-05-26 deemed execution date C 2,084 (d) class a common stock 2,084 $0.00 292,130 direct
Footnotes
IDfootnote
f1 each share of class b common stock converted automatically into class a common stock upon the election of the reporting person.
f2 the sales reported in this form 4 were effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person.
f3 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $39.06 to $39.96. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the sec, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) of this form 4.
f4 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $40.06 to $40.91, inclusive.
f5 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $41.25 to $41.85, inclusive.
f6 1/48th of the stock option vested and became exercisable on january 19, 2019, and thereafter vested as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the reporting person on each vesting date.
f7 each share of class b common stock will convert automatically into class a common stock upon (a) the death of the reporting person, or (b) any transfer except certain "permitted transfers" described in the issuer's amended and restated certificate of incorporation. following the closing of the initial public offering, all outstanding shares of class b common stock will convert into shares of class a common stock upon the earliest of (i) the first trading day falling nine months after the date on which the shares of class b common stock represent less than 10% of the aggregate number of outstanding shares of class a common stock and class b common stock, (ii) the date specified by the vote of the holders of class b common stock representing at least a majority of the outstanding shares of class b common stock, or (iii) the first trading day falling ten years after the effective time as defined in the issuer's amended and restated certificate of incorporation.
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