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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Atlas Venture Associates VI, Inc.

(Last) (First) (Middle)
C/O ACCOMPLICE
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2018
3. Issuer Name and Ticker or Trading Symbol
Carbon Black, Inc. [ CBLK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,216,453 I By Atlas Venture Fund VI, L.P.(1)
Common Stock 37,199 I By Atlas Venture Entrepreneurs' Fund VI, L.P.(2)
Common Stock 22,273 I By Atlas Venture Fund VI GmbH & Co. KG(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (4) (4) Common Stock 3,699,380 (4) I By Atlas Venture Fund VI, L.P.(1)
Series B Convertible Preferred Stock (4) (4) Common Stock 113,129 (4) I By Atlas Venture Entrepreneurs' Fund VI, L.P.(2)
Series B Convertible Preferred Stock (4) (4) Common Stock 67,737 (4) I By Atlas Venture Fund VI GmbH & Co. KG(3)
Series C Convertible Preferred Stock (4) (4) Common Stock 2,272,375 (4) I By Atlas Venture Fund VI, L.P.(1)
Series C Convertible Preferred Stock (4) (4) Common Stock 69,490 (4) I By Atlas Venture Entrepreneurs' Fund VI, L.P.(2)
Series C Convertible Preferred Stock (4) (4) Common Stock 41,608 (4) I By Atlas Venture Fund VI GmbH & Co. KG(3)
Series D Convertible Preferred Stock (4) (4) Common Stock 631,632 (4) I By Atlas Venture Fund VI, L.P.(1)
Series D Convertible Preferred Stock (4) (4) Common Stock 19,315 (4) I By Atlas Venture Entrepreneurs' Fund VI, L.P.(2)
Series D Convertible Preferred Stock (4) (4) Common Stock 11,565 (4) I By Atlas Venture Fund VI GmbH & Co. KG(3)
Series E Convertible Preferred Stock (4) (4) Common Stock 1,545,391 (4) I By Atlas Venture Fund VI, L.P.(1)
Series E Convertible Preferred Stock (4) (4) Common Stock 47,259 (4) I By Atlas Venture Entrepreneurs' Fund VI, L.P.(2)
Series E Convertible Preferred Stock (4) (4) Common Stock 28,297 (4) I By Atlas Venture Fund VI GmbH & Co. KG(3)
1. Name and Address of Reporting Person*
Atlas Venture Associates VI, Inc.

(Last) (First) (Middle)
C/O ACCOMPLICE
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ATLAS VENTURE ENTREPRENEURS FUND VI LP

(Last) (First) (Middle)
C/O ACCOMPLICE
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas Venture Fund VI GmbH & Co KG

(Last) (First) (Middle)
C/O ACCOMPLICE
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas Venture Associates VI, L.P.

(Last) (First) (Middle)
C/O ACCOMPLICE
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ATLAS VENTURE FUND VI LP

(Last) (First) (Middle)
C/O ACCOMPLICE
25 FIRST STREET, SUITE 303

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
Explanation of Responses:
1. The shares are held directly by Atlas Venture Fund VI, L.P. ("AVF VI"). Atlas Venture Associates VI, L.P. ("AVA VI LP") is the sole general partner of AVF VI. Atlas Venture Associates VI, Inc. ("AVA VI Inc.") is the sole general partner of AVA VI LP. Each of AVA VI LP and AVA VI Inc. disclaims Section 16 beneficial ownership of all shares except to the extent of its pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.
2. The shares are held directly by Atlas Venture Entrepreneurs' Fund VI, L.P. ("AVEF VI"). AVA VI LP is the sole general partner of AVEF VI. AVA VI Inc. is the sole general partner of AVA VI LP. Each of AVA VI LP and AVA VI Inc. disclaims Section 16 beneficial ownership of all shares except to the extent of its pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.
3. The shares are held directly by Atlas Venture Fund VI GmbH & Co. KG ("AVFG VI"). AVA VI LP is the managing partner of AVFG VI. AVA VI Inc. is the sole general partner of AVA VI LP. Each of AVA VI LP and AVA VI Inc. disclaims Section 16 beneficial ownership of all shares except to the extent of its pecuniary interest, if any, therein. This report shall not be deemed to be an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.
4. Each share of preferred stock is convertible into common stock on a 1-for-2 basis and has no expiration date. Upon the closing of the Issuer's initial public offering, all shares of preferred stock will automatically be converted into shares of Common Stock of the Issuer.
/s/ Frank Castellucci, Secretary of Atlas Venture Associates VI, Inc. 05/03/2018
/s/ Frank Castellucci, Secretary of Atlas Venture Associates VI, Inc., the general partner of Atlas Venture Associates VI, L.P. 05/03/2018
/s/ Frank Castellucci, Secretary of Atlas Venture Associates VI, Inc., the general partner of Atlas Venture Associates VI, L.P., the general partner of Atlas Venture Entrepreneurs' Fund VI, L.P. 05/03/2018
/s/ Frank Castellucci, Secretary of Atlas Venture Associates VI, Inc., the general partner of Atlas Venture Associates VI, L.P., the managing limited partner of Atlas Venture Fund VI GmbH & Co. KG 05/03/2018
/s/ Frank Castellucci, Secretary of Atlas Venture Associates VI, Inc., the general partner of Atlas Venture Associates VI, L.P., the general partner of Atlas Venture Fund VI, L.P. 05/03/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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