Tenable Holdings, Inc. — Director's Dealing 2019

Sep 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tenable Holdings, Inc. (TENB)
CIK: 0001660280
Period of Report: 2019-09-04

Reporting Person: Accel Growth Fund II L.P. (10% Owner)
Reporting Person: Accel Growth Fund II Strategic Partners L.P. (10% Owner)
Reporting Person: Accel Growth Fund Investors 2012 L.L.C. (10% Owner)
Reporting Person: Accel Growth Fund II Associates L.L.C. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-04	Common Stock	J	2094854	$0.00	Disposed	5586280	Direct
2019-09-04	Common Stock	J	151677	$0.00	Disposed	404472	Indirect
2019-09-04	Common Stock	J	203872	$0.00	Disposed	543656	Indirect

Footnotes

F1: On September 4, 2019, Accel Growth Fund II L.P. distributed, for no consideration, 2,094,854 shares of common stock of the Issuer (the "Accel II Shares") to its limited partners and to Accel Growth Fund II Associates L.L.C. ("Accel II GP"), the general partner of Accel Growth Fund II L.P., representing each such partner's pro rata interest in such Accel II Shares. On the same date, Accel II GP distributed, for no consideration, the Accel II Shares it received in the distribution by Accel Growth Fund II L.P. to its members, representing each such member's pro rata interest in such Accel II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

F2: These shares are held by Accel Growth Fund II L.P. Accel II GP is the general partner of each of Accel Growth Fund II L.P. and Accel Growth Fund II Strategic Partners L.P. (together, the "Accel II Entities"). Accel II GP has sole voting and dispositive power with regard to the shares held by the Accel II Entities. Accel II GP disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

F3: On September 4, 2019, Accel Growth Fund II Strategic Partners L.P. distributed, for no consideration, 151,677 shares of common stock of the Issuer (the "Accel Strategic Shares") to its limited partners and to Accel II GP, the general partner of Accel Growth Fund II Strategic Partners L.P., representing each such partner's pro rata interest in such Accel Strategic Shares. On the same date, Accel II GP distributed, for no consideration, the Accel Strategic Shares it received in the distribution by Accel Growth Fund II Strategic Partners L.P. to its members, representing each such member's pro rata interest in such Accel Strategic Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

F4: These shares are held by Accel Growth Fund II Strategic Partners L.P. Accel II GP disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

F5: On September 4, 2019, Accel Growth Fund Investors 2012 L.L.C. distributed, for no consideration, 203,872 shares of common stock of the Issuer (the "Accel 2012 Shares") to its members, representing each such member's pro rata interest in such Accel 2012 Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

F6: These shares are held by Accel Growth Fund Investors 2012 L.L.C.