BLACKLINE, INC. — Director's Dealing 2018

Mar 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BLACKLINE, INC. (BL)
CIK: 0001666134
Period of Report: 2018-03-15

Reporting Person: Griffith William J.G. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-15	Common Stock	S	1241911	$40.75	Disposed	2919220	Indirect
2018-03-15	Common Stock	S	311694	$40.75	Disposed	732666	Indirect
2018-03-15	Common Stock	S	390108	$40.75	Disposed	916983	Indirect
2018-03-15	Common Stock	S	56287	$40.75	Disposed	132307	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4701176	Indirect
Common Stock	17102	Direct

Footnotes

F1: Represents shares of BlackLine, Inc.'s (the "Issuer") Common Stock sold in an underwritten secondary offering.

F2: Represents the sale price to the underwriters in the secondary offering of $40.75 per share.

F3: ICONIQ Strategic Partners, L.P. ("ICONIQ") is the direct owner of these securities.

F4: ICONIQ Strategic Partners-B, L.P. ("ICONIQ B") is the direct owner of these securities.

F5: ICONIQ Strategic Partners Co-Invest, L.P., BL Series ("ICONIQ BL") is the direct owner of these securities.

F6: ICONIQ Strategic Partners Co-Invest, L.P., BL2 Series ("ICONIQ BL2") is the direct owner of these securities.

F7: Iconiq Strategic Partners GP, L.P. ("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. The Reporting Person is an equity holder and director of ICONIQ Parent GP.

F8: The Reporting Person 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 his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F9: This number represents shares held by ICONIQ (2,919,220), ICONIQ B (732,666), ICONIQ BL (916,983), and ICONIQ BL2 (132,307), respectively. The Reporting Person disclaims beneficial ownership of the securities reported herein 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 the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F10: These shares are directly held by the Reporting Person through a family trust that he controls.