Fastly, Inc. — Director's Dealing 2019

May 17, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Fastly, Inc. (FSLY)
CIK: 0001517413
Period of Report: 2019-05-16

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$		Class B Common Stock (8748395)		Indirect
Series C Convertible Preferred Stock	$		Class B Common Stock (5871576)		Indirect
Series D Convertible Preferred Stock	$		Class B Common Stock (1058801)		Indirect
Series E Convertible Preferred Stock	$		Class B Common Stock (396542)		Indirect

Footnotes

F1: The Series B Convertible Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series B Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock.

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: The Series C Convertible Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series C Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock.

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: The Series D Convertible Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series D Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock.

F7: The Series E Convertible Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Immediately upon the closing of the Issuer's initial public offering, all shares of Series E Convertible Preferred Stock will be automatically converted into shares of Class B Common Stock.