Fastly, Inc. — Director's Dealing 2019

May 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fastly, Inc. (FSLY)
CIK: 0001517413
Period of Report: 2019-05-21

Reporting Person: OATV II, L.P. (10% Owner)
Reporting Person: OATVIISPV1, LLC (10% Owner)
Reporting Person: OATVIISPV2, LLC (10% Owner)
Reporting Person: O'Reilly AlphaTech Ventures II, LLC (10% Owner)
Reporting Person: Roberts Bryce (10% Owner)
Reporting Person: Jacobsen Mark (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-21	Series Seed Convertible Preferred Stock	$	C	4024682	Disposed		Class B Common Stock (4024682)	Indirect
2019-05-21	Series A Convertible Preferred Stock	$	C	1301677	Disposed		Class B Common Stock (1301677)	Indirect
2019-05-21	Series B Convertible Preferred Stock	$	C	1419182	Disposed		Class B Common Stock (1419182)	Indirect
2019-05-21	Series C Convertible Preferred Stock	$	C	845507	Disposed		Class B Common Stock (845507)	Indirect
2019-05-21	Series D Convertible Preferred Stock	$	C	533752	Disposed		Class B Common Stock (533752)	Indirect
2019-05-21	Series D Convertible Preferred Stock	$	C	38837	Disposed		Class B Common Stock (38837)	Indirect
2019-05-21	Series E Convertible Preferred Stock	$	C	49567	Disposed		Class B Common Stock (49567)	Indirect
2019-05-21	Class B Common Stock	$	C	7591048	Acquired		Class A Common Stock (7591048)	Indirect
2019-05-21	Class B Common Stock	$	C	533752	Acquired		Class A Common Stock (533752)	Indirect
2019-05-21	Class B Common Stock	$	C	88404	Acquired		Class A Common Stock (88404)	Indirect

Footnotes

F1: Each share of Series Seed Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series Seed Convertible Preferred Stock has no expiration date.

F2: 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. 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.

F3: These shares are held directly by OATV II, L.P. ("OATV II"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and they may be deemed to share voting and dispositive power over the shares held by OATV II. Such persons and entities disclaim beneficial ownership over shares held by OATV II, except to the extent of any pecuniary interest therein.

F4: Each share of Series A Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series A Convertible Preferred Stock has no expiration date.

F5: Each share of Series B Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series B Convertible Preferred Stock has no expiration date.

F6: Each share of Series C Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series C Convertible Preferred Stock has no expiration date.

F7: Each share of Series D Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series D Convertible Preferred Stock has no expiration date.

F8: These shares are held directly by OATVIISPV1, LLC ("OATVIISPV1"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and they may be deemed to share voting and dispositive power over the shares held by OATVIISPV1. Such persons and entities disclaim beneficial ownership over shares held by OATVIISPV1, except to the extent of any pecuniary interest therein.

F9: These shares are held directly by OATVIISPV2, LLC ("OATVIISPV2"). The general partner is O'Reilly AlphaTech Ventures II, LLC ("O'Reilly AlphaTech"). The individual managing members of O'Reilly AlphaTech are Bryce Roberts and Mark Jacobsen, and they may be deemed to share voting and dispositive power over the shares held by OATVIISPV2. Such persons and entities disclaim beneficial ownership over shares held by OATVIISPV2, except to the extent of any pecuniary interest therein.

F10: Each share of Series E Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering. The Series E Convertible Preferred Stock has no expiration date.