BLACKLINE, INC. — Director's Dealing 2017

Sep 8, 2017

SEC Form 4/A — Form 4/A

Issuer: BLACKLINE, INC. (BL)
CIK: 0001666134
Period of Report: 2017-09-06

Reporting Person: ICONIQ Strategic Partners, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners-B, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners Co-Invest, L.P., BL Series (10% Owner)
Reporting Person: ICONIQ Strategic Partners Co-Invest, L.P., Series BL2 (10% Owner)
Reporting Person: ICONIQ Strategic Partners GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners TT GP, Ltd. (10% Owner)
Reporting Person: Makan Divesh (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-06	Common Stock	J	1326904	—	Disposed	5040104	Direct
2017-09-06	Common Stock	J	333026	—	Disposed	1264965	Direct
2017-09-06	Common Stock	J	416806	—	Disposed	1583194	Direct
2017-09-06	Common Stock	J	60139	—	Disposed	228432	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8116695	Indirect
Common Stock	17087	Direct

Footnotes

F1: ICONIQ Strategic Partners, L.P. ("ICONIQ") distributed on September 6, 2017, for no consideration, 1,326,904 shares of Common Stock of the Issuer (the "ICONIQ Shares") to its limited partners and to Iconiq Strategic Partners GP, L.P. ("ICONIQ GP"), the general partner of ICONIQ, representing each such partner's pro rata interest in such ICONIQ Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ Shares it received in the distribution by ICONIQ to its partners, representing each such partner's pro rata interest in such ICONIQ 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: ICONIQ Strategic Partners-B, L.P. ("ICONIQ B") distributed on September 6, 2017, for no consideration, 333,026 shares of Common Stock of the Issuer (the "ICONIQ B Shares") to its limited partners and to ICONIQ GP, the general partner of ICONIQ B, representing each such partner's pro rata interest in such ICONIQ B Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ B Shares it received in the distribution by ICONIQ B to its partners, representing each such partner's pro rata interest in such ICONIQ B 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.

F3: ICONIQ Strategic Partners Co-Invest, L.P., BL Series ("ICONIQ BL") distributed on September 6, 2017, for no consideration, 416,806 shares of Common Stock of the Issuer (the "ICONIQ BL Shares") to its limited partners and to ICONIQ GP, the general partner of ICONIQ BL, representing each such partner's pro rata interest in such ICONIQ BL Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ BL Shares it received in the distribution by ICONIQ BL to its partners, representing each such partner's pro rata interest in such ICONIQ BL 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: ICONIQ Strategic Partners Co-Invest, L.P., Series BL2 ("ICONIQ BL2") distributed on September 6, 2017, for no consideration, 60,139 shares of Common Stock of the Issuer (the "ICONIQ BL2 Shares") to its limited partners and to ICONIQ GP, the general partner of ICONIQ BL2, representing each such partner's pro rata interest in such ICONIQ BL2 Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ BL2 Shares it received in the distribution by ICONIQ BL2 to its partners, representing each such partner's pro rata interest in such ICONIQ BL2 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.

F5: ICONIQ is the direct owner of these securities.

F6: ICONIQ B is the direct owner of these securities.

F7: ICONIQ BL is the direct owner of these securities.

F8: ICONIQ BL2 is the direct owner of these securities.

F9: ICONIQ GP is the sole general partner of each of ICONIQ, ICONIQ B, ICONIQ BL and ICONIQ BL2 (collectively, the "Funds"). ICONIQ Strategic Partners TT GP, Ltd. (the "ICONIQ Parent GP") is the sole general partner of ICONIQ GP. Divesh Makan ("Makan") is an equity holder and director of ICONIQ Parent GP.

F10: Each of ICONIQ GP, ICONIQ Parent GP and Makan disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F11: This number represents shares held by ICONIQ (5,040,104), ICONIQ B (1,264,965), ICONIQ BL (1,583,194), and ICONIQ BL2 (228,432) respectively. Each of ICONIQ GP, ICONIQ Parent GP and Makan disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F12: These shares are directly held by Makan through a family trust that he controls. Includes ICONIQ Shares, ICONIQ B Shares, ICONIQ BL Shares and ICONIQ BL2 Shares received in the distributions described in footnotes (1), (2), (3) and (4) above. Makan disclaims beneficial ownership of the securities held by such trust for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F13: The original Form 4 filed on September 8, 2017 is amended by this Form 4 amendment to correctly reflect Makan's ownership of common stock. No other changes have been made to the original Form 4.