Fastly, Inc. — Major Shareholding Notification 2020

Feb 14, 2020

SC 13G/A 1 s13ga_012620-fastly.htm SCHEDULE 13G-A FOR FASTLY, INC. BY ABDIEL QUALIFIED MASTER FUND, LP Licensed to: Ropes & Gray, LLP Document created using EDGARfilings PROfile 6.4.0.0 Copyright 1995 - 2020 Broadridge PROfilePageNumberReset%Num%1%%%

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)*
Fastly, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
31188V100
(CUSIP Number)
December 31, 2019
Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 31188V100

1 — 2	Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
3	SEC USE ONLY
4	Citizenship or Place of Organization Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 3,820,853
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 3,820,853
9	AGGREGATE AMOUNT BENEFICIALLY OWNED 3,820,853
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7 % *
12	TYPE OF REPORTING PERSON PN

• Based on 39,374,444 shares of Class A Common Stock outstanding as of November 6, 2019, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2019 filed with the Securities and Exchange Commission on November 8, 2019.

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CUSIP No. 31188V100

1 — 2	Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
3	SEC USE ONLY
4	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 115,129
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 115,129
9	AGGREGATE AMOUNT BENEFICIALLY OWNED 115,129
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3 % *
12	TYPE OF REPORTING PERSON PN

• Based on 39,374,444 shares of Class A Common Stock outstanding as of November 6, 2019, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2019 filed with the Securities and Exchange Commission on November 8, 2019.

3

CUSIP No. 31188V100

1 — 2	Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
3	SEC USE ONLY
4	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BYEACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 3,935,982*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 3,935,982 *
9	AGGREGATE AMOUNT BENEFICIALLY OWNED 3,935,982 *
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.996% **
12	TYPE OF REPORTING PERSON OO

• Consists of 3,820,853 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 115,129 shares of Common Stock held by Abdiel Capital, LP.

** Based on 39,374,444 shares of Class A Common Stock outstanding as of November 6, 2019, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2019 filed with the Securities and Exchange Commission on November 8, 2019.

4

CUSIP No. 31188V100

1 — 2	Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
3	SEC USE ONLY
4	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 3,935,982 *
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 3,935,982 *
9	AGGREGATE AMOUNT BENEFICIALLY OWNED 3,935,982 *
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.996% **
12	TYPE OF REPORTING PERSON PN, IA

• Consists of 3,820,853 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 115,129 shares of Common Stock held by Abdiel Capital, LP.

** Based on 39,374,444 shares of Class A Common Stock outstanding as of November 6, 2019, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2019 filed with the Securities and Exchange Commission on November 8, 2019..

• Consists of 3,820,853 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 115,129 shares of Common Stock held by Abdiel Capital, LP.

** Based on 39,374,444 shares of Class A Common Stock outstanding as of November 6, 2019, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2019 filed with the Securities and Exchange Commission on November 8, 2019.

5

CUSIP No. 31188V100

1 — 2	Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
3	SEC USE ONLY
4	Citizenship or Place of Organization United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 3,935,982 *
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 3,935,982 *
9	AGGREGATE AMOUNT BENEFICIALLY OWNED 3,935,982 *
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.996% **
12	TYPE OF REPORTING PERSON IN

• Consists of 3,820,853 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 115,129 shares of Common Stock held by Abdiel Capital, LP.

** Based on 39,374,444 shares of Class A Common Stock outstanding as of November 6, 2019, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2019 filed with the Securities and Exchange Commission on November 8, 2019.

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CUSIP No. 31188V100

AMENDMENT NO. 1 TO SCHEDULE 13G

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on November 13, 2019 (as so amended, the “Schedule 13G”). Terms defined in the Schedule 13G are used herein as so defined.

The following Item of the Schedule 13G is hereby amended and restated as follows:

Item 4 Ownership: (a) through (c): The information requested herein is incorporated by reference to the cover pages to this Amendment No. 1 to Schedule 13G. Abdiel Capital Management, LLC and Abdiel Capital Advisors, LP serve as the general partner and the investment manager, respectively, of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP. Colin T. Moran serves as managing member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which serves as the general partner of Abdiel Capital Advisors, LP. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

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CUSIP No. 31188V100

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2020

ABDIEL QUALIFIED MASTER FUND, LP
By:	Abdiel Capital Management, LLC,
	its General Partner
By:	/s/ Colin T. Moran
	Colin T. Moran, Managing Member
ABDIEL CAPITAL, LP
By:	Abdiel Capital Management, LLC,
	its General Partner
By:	/s/ Colin T. Moran
	Colin T. Moran, Managing Member
ABDIEL CAPITAL MANAGEMENT, LLC
By:	/s/ Colin T. Moran
	Colin T. Moran, Managing Member
ABDIEL CAPITAL ADVISORS, LP
By:	Abdiel Capital Partners, LLC,
	its General Partner
By:	/s/ Colin T. Moran
	Colin T. Moran, Managing Member
COLIN T. MORAN
By:	/s/ Colin T. Moran
	Colin T. Moran, Individually

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