Fastly, Inc. — Director's Dealing 2019

Nov 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fastly, Inc. (FSLY)
CIK: 0001517413
Period of Report: 2019-11-13

Reporting Person: Hornik David (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-13	Class A Common Stock	C	2886970	$0.00	Acquired	2886970	Indirect
2019-11-13	Class A Common Stock	C	2417883	$0.00	Acquired	2417883	Indirect
2019-11-13	Class A Common Stock	J	2886970	$0.00	Disposed	0	Indirect
2019-11-13	Class A Common Stock	J	2417883	$0.00	Disposed	0	Indirect
2019-11-13	Class A Common Stock	J	166596	$0.00	Acquired	166596	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-13	Class B Common Stock	$	C	2886970	Disposed		Class A Common Stock (2886970)	Indirect
2019-11-13	Class B Common Stock	$	C	2417883	Disposed		Class A Common Stock (2417883)	Indirect

Footnotes

F1: These shares are held directly by August Capital VI, L.P. ("August VI"). August Capital Management VI, L.L.C. ("ACM VI") is the general partner of August VI and may be deemed to have sole voting and investment power over the shares held by August VI. David M. Hornik, Howard Hartenbaum and W. Eric Carlborg are members of ACM VI, and may be deemed to have shared voting and investment power over the shares held by August VI. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities.

F2: These shares are held directly by August Capital VI Special Opportunities, L.P. ("August VI SO"). ACM VI is the general partner of August VI SO and may be deemed to have sole voting and investment power over the shares held by August VI SO. David M. Hornik, Howard Hartenbaum and W. Eric Carlborg are members of ACM VI, and may be deemed to have shared voting and investment power over the shares held by August VI SO. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities.

F3: Represents a pro-rata, in-kind distribution by August VI, without additional consideration, to its partners, members and assigns.

F4: Represents a pro-rata, in-kind distribution by August VI SO, without additional consideration, to its partners, members and assigns.

F5: Represents a pro-rata, in-kind distribution by August VI and August VI SO, without additional consideration, to their respective partners, members and assigns.

F6: Each share of Class B Common Stock will convert automatically into Class A Common Stock upon any transfer except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. In addition, 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.