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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. _____)*

 

Carbon Black, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
14081R103
(CUSIP Number)
 
December 31, 2018
(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)

 

¨Rule 13d-1(c)

 

xRule 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

(Continued on following pages)

 

Page 1 of 9

Exhibit Index on Page 8

 

 

 

 

 

 

CUSIP #14081R103 Page 2 of 9

 

1 NAME OF REPORTING PERSONS            Kleiner Perkins Caufield & Byers XII, LLC (“KPCB XII”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          ¨          (b)          x

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
4,565,350 shares, except that KPCB XII Associates, LLC (“Associates”), the managing member of KPCB XII, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
4,565,350 shares, except that Associates, the managing member of KPCB XII, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,565,350
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.7%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP #14081R103 Page 3 of 9

 

1 NAME OF REPORTING PERSONS            KPCB XII Founders Fund, LLC (“KPCB XII Founders”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          ¨          (b)          x

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
63,303 shares, except that Associates, the managing member of KPCB XII Founders, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
63,303 shares, except that Associates, the managing member of KPCB XII Founders, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,303
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP #14081R103 Page 4 of 9

 

1 NAME OF REPORTING PERSONS            KPCB XII Associates, LLC
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          ¨          (b)          x

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
4,628,653 shares, of which 4,565,350 are directly owned by KPCB XII and 63,303 are directly owned by KPCB XII Founders.  Associates, the managing member of KPCB XII and KPCB XII Founders, may be deemed to have sole power to vote these shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
4,628,653 shares, of which 4,565,350 are directly owned by KPCB XII and 63,303 are directly owned by KPCB XII Founders.  Associates, the managing member of KPCB XII and KPCB XII Founders, may be deemed to have sole power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,628,653
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.8%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP #14081R103 Page 5 of 9

 

ITEM 1(A). NAME OF ISSUER
   
  Carbon Black, Inc. (the “Issuer”)
   
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  1100 Winter Street
  Waltham, MA 02451
   
ITEM 2(A). NAME OF PERSONS FILING
   
  This Schedule is filed by Kleiner Perkins Caufield & Byers XII, LLC, a Delaware limited liability company, KPCB XII Founders Fund, LLC, a Delaware limited liability company, and KPCB XII Associates, LLC, a Delaware limited liability company. The foregoing entities are collectively referred to as the “Reporting Persons.”
   
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE
   
  The address for each of the Reporting Persons is:
   
  c/o Kleiner Perkins Caufield & Byers
  2750 Sand Hill Road
  Menlo Park, California 94025
   
ITEM 2(C). CITIZENSHIP
   
  See Row 4 of cover page for each Reporting Person.
   
ITEM 2(D). TITLE OF CLASS OF SECURITIES
   
  Common Stock, $.001 par value
   
ITEM 2(E). CUSIP NUMBER
   
  14081R103
   
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
  Not applicable.
   
ITEM 4. OWNERSHIP
   
  The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2018:

 

  (a) Amount beneficially owned:
     
    See Row 9 of cover page for each Reporting Person.
     
  (b) Percent of Class:
     
    See Row 11 of cover page for each Reporting Person.

 

 

 

 

CUSIP #14081R103 Page 6 of 9

 

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote:
     
    See Row 5 of cover page for each Reporting Person.
     
  (ii) Shared power to vote or to direct the vote:
     
    See Row 6 of cover page for each Reporting Person.
     
  (iii) Sole power to dispose or to direct the disposition of:
     
    See Row 7 of cover page for each Reporting Person.
     
  (iv) Shared power to dispose or to direct the disposition of:
     
    See Row 8 of cover page for each Reporting Person.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Under certain circumstances set forth in the limited liability company agreements of the Reporting Persons, the members of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a member.
   
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
   
  Not applicable.
   
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.
   
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.
   
ITEM 10. CERTIFICATION.
   
  Not applicable.

 

 

 

 

CUSIP #14081R103 Page 7 of 9

 

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 13, 2019

 

  KLEINER PERKINS CAUFIELD & BYERS XII, LLC, a
Delaware limited liability company
   
  KPCB XII ASSOCIATES, LLC, a Delaware limited
liability company, its managing member

 

  By: /s/ Susan Biglieri
    Susan Biglieri
    Chief Financial Officer

 

  KPCB XII FOUNDERS FUND, LLC, a Delaware limited
liability company
   
  KPCB XII ASSOCIATES, LLC, a Delaware limited
liability company, its managing member

 

  By: /s/ Susan Biglieri
    Susan Biglieri
    Chief Financial Officer

 

  KPCB XII ASSOCIATES, LLC, a Delaware limited
liability company

 

  By: /s/ Susan Biglieri
    Susan Biglieri
    Chief Financial Officer

 

 

 

 

CUSIP #14081R103 Page 8 of 9

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   9

 

 

 

 

CUSIP #14081R103 Page 9 of 9

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date:       February 13, 2019

 

  KLEINER PERKINS CAUFIELD & BYERS XII, LLC, a
Delaware limited liability company
   
  KPCB XII ASSOCIATES, LLC, a Delaware limited
liability company, its managing member

 

  By: /s/ Susan Biglieri
    Susan Biglieri
    Chief Financial Officer

 

  KPCB XII FOUNDERS FUND, LLC, a Delaware limited
liability company
   
  KPCB XII ASSOCIATES, LLC, a Delaware limited
liability company, its managing member

 

  By: /s/ Susan Biglieri
    Susan Biglieri
    Chief Financial Officer

 

  KPCB XII ASSOCIATES, LLC, a Delaware limited
liability company

 

  By: /s/ Susan Biglieri
    Susan Biglieri
    Chief Financial Officer