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: August Capital Management VI, L.L.C. (10% Owner)
Reporting Person: August Capital VI, L.P. (10% Owner)
Reporting Person: August Capital VI Special Opportunities, L.P. (10% Owner)
Reporting Person: Hartenbaum Howard (10% Owner)
Reporting Person: CARLBORG W ERIC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-21	Series B Convertible Preferred Stock	$	C	8748395	Disposed		Class B Common Stock (8748395)	Indirect
2019-05-21	Series C Convertible Preferred Stock	$	C	5871576	Disposed		Class B Common Stock (5871576)	Indirect
2019-05-21	Series D Convertible Preferred Stock	$	C	1058801	Disposed		Class B Common Stock (1058801)	Indirect
2019-05-21	Series E Convertible Preferred Stock	$	C	396542	Disposed		Class B Common Stock (396542)	Indirect
2019-05-21	Class B Common Stock	$	C	8748395	Acquired		Class A Common Stock (8748395)	Indirect
2019-05-21	Class B Common Stock	$	C	7326919	Acquired		Class A Common Stock (7326919)	Indirect

Footnotes

F1: 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.

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 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, a member of the Issuer's Board of Directors, 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.

F4: 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.

F5: 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, a member of the Issuer's Board of Directors, 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.

F6: 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.

F7: 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.