Tenable Holdings, Inc. — Director's Dealing 2020

Feb 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tenable Holdings, Inc. (TENB)
CIK: 0001660280
Period of Report: 2020-02-18

Reporting Person: Li Ping (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-18	Common Stock	S	35000	$27.84	Disposed	384759	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	103618	Indirect
Common Stock	4326710	Indirect
Common Stock	204267	Indirect
Common Stock	286648	Indirect
Common Stock	2182696	Indirect
Common Stock	163992	Indirect
Common Stock	231806	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Li Family Trust, dated July 24, 2009.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.69 to $28.06 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

F3: Includes 293,440 shares received by Li Family Trust, dated July 24, 2009 that are deemed to be a change in the form of beneficial ownership and not a reportable transaction.

F4: The shares are held of record by the Li Family Trust, dated July 24, 2009 (the "Trust"). The reporting person is trustee of the Trust and has voting and dispositive power over the shares. The reporting person disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F5: Includes 72,040 shares received by Li Family GST Exempt Trust that are deemed to be a change in the form of beneficial ownership and not a reportable transaction.

F6: The shares are held of record by the Li Family GST Exempt Trust (the "GST"). Members of the reporting person's immediate family are beneficial holders of the GST, and the reporting person may be deemed to exercise voting and investment power over such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F7: Accel Growth Fund III Associates L.L.C. is the general partner of Accel Growth Fund III L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Growth Fund III Associates L.L.C. and share voting and investment powers over such shares. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

F8: Accel XI Associates L.L.C. is the General Partner of Accel XI L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock and Richard P. Wong are the Managing Members of Accel XI Associates L.L.C. and share voting and investment powers over such shares. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

F9: Accel XI Associates L.L.C. is the General Partner of Accel XI Strategic Partners L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock and Richard P. Wong are the Managing Members of Accel XI Associates L.L.C. and share voting and investment powers over such shares. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.

F10: Andrew G. Braccia, Sameer K. Gandhi, Ping Li (who is a director of the Issuer), Tracy L. Sedlock and Richard P. Wong are the Managing Members of Accel Investors 2013 L.L.C. and share voting and investment powers over such shares. The Managing Members disclaim beneficial ownership except to the extent of their pecuniary interest therein.