BLACKLINE, INC. — Director's Dealing 2019

Dec 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BLACKLINE, INC. (BL)
CIK: 0001666134
Period of Report: 2019-12-03

Reporting Person: ICONIQ Strategic Partners, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners-B, L.P. (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
2019-12-03	Common Stock	S	9209	—	Disposed	653848	Direct
2019-12-03	Common Stock	S	2311	—	Disposed	164103	Direct
2019-12-04	Common Stock	S	8393	—	Disposed	645455	Direct
2019-12-04	Common Stock	S	2107	—	Disposed	161996	Direct
2019-12-05	Common Stock	S	1039	—	Disposed	644416	Direct
2019-12-05	Common Stock	S	261	—	Disposed	161735	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1068472	Indirect
Common Stock	223884	Direct

Footnotes

F1: ICONIQ Strategic Partners, L.P. ("ICONIQ") is the direct owner of these securities.

F2: ICONIQ Strategic Partners-B, L.P. ("ICONIQ B") is the direct owner of these securities.

F3: Iconiq Strategic Partners GP, L.P. ("ICONIQ GP") is the sole general partner of each of ICONIQ and ICONIQ B (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.

F4: 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.

F5: This number represents shares held by ICONIQ (644,416), ICONIQ B (161,735), ICONIQ Strategic Partners Co-Invest, L.P., BL Series (229,245), and ICONIQ Strategic Partners Co-Invest, L.P., BL2 Series (33,076) 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.

F6: These shares are directly held by Makan through a family trust that he controls.

F7: These shares were sold in multiple transactions at prices ranging from $52.00 - $52.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F8: These shares were sold in multiple transactions at prices ranging from $52.00 - $52.41, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F9: These shares were sold in multiple transactions at prices ranging from $52.03 - $52.21, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.