Fastly, Inc. — Director's Dealing 2021

Apr 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fastly, Inc. (FSLY)
CIK: 0001517413
Period of Report: 2021-04-14

Reporting Person: Luongo Paul (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-14	Class A Common Stock	C	2084	—	Acquired	261399	Direct
2021-04-14	Class A Common Stock	S	6284	$75	Disposed	255115	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-14	Employee Stock Option (Right to Buy)	$7.5	M	2084	Disposed	2028-12-19	Class B Common Stock (2084.0)	Direct
2021-04-14	Class B Common Stock	$7.5	M	2084	Acquired		Class A Common Stock (2084.0)	Direct
2021-04-14	Class B Common Stock	$	C	2084	Disposed		Class A Common Stock (2084.0)	Direct

Footnotes

F1: Each share of Class B Common Stock converted automatically into Class A Common Stock upon the election of the Reporting Person.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.00 to $75.02. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) of this Form 4.

F4: 1/48th of the stock option vested and became exercisable on January 19, 2019, and thereafter vested as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

F5: Each share of Class B Common Stock will convert automatically into Class A Common Stock upon (a) the death of the Reporting Person, or (b) 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.