Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 5:03AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
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. 1)*
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MuleSoft,
Inc.
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(Name of Issuer)
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Class A Common Stock
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(Title of Class of Securities)
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625207105
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(CUSIP Number)
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December 31, 2018
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*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 8
Exhibit Index on Page 7
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CUSIP #625207105
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Page 2 of 8
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1
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NAME OF REPORTING PERSONS Morgenthaler Partners VIII, L.P. (“MP VIII”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 shares.
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
0 shares.
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP #625207105
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Page 3 of 8
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1
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NAME OF REPORTING PERSONS Morgenthaler Management Partners VIII, LLC (“MMP VIII”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 shares.
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
0 shares.
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8
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SHARED DISPOSITIVE POWER
See response to row 7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP #625207105
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Page 4 of 8
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ITEM 1(A).
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NAME OF ISSUER
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MuleSoft Inc. (the “Issuer”)
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ITEM 1(B).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
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77 Geary Street, Suite 400
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San Francisco, California 94108
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ITEM 2(A).
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NAME OF PERSONS FILING
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This Amendment No. 1 amends the Statement on Schedule 13G filed by Morgenthaler Partners VIII, L.P., a Delaware limited partnership and Morgenthaler Management Partners VIII, LLC, a Delaware limited liability company. The foregoing entities are collectively referred to as the “Reporting Persons.”
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ITEM 2(B).
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ADDRESS OF PRINCIPAL OFFICE
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The address for each of the Reporting Persons is:
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c/o MorgenthalerVentures
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3200 Alpine Road
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Portola Valley, CA 94028
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ITEM 2(C).
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CITIZENSHIP
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See Row 4 of cover page for each Reporting Person.
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ITEM 2(D).
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TITLE OF CLASS OF SECURITIES
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Class A Common Stock, $0.000025 par value
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ITEM 2(D)
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CUSIP NUMBER
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625207105
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ITEM 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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ITEM 4.
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OWNERSHIP
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The following information with respect to the ownership of the Class A Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2018:
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(a)
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Amount beneficially owned
:
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See Row 9 of cover page for each Reporting Person.
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(b)
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Percent of Class
:
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See Row 11 of cover page for each Reporting Person.
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CUSIP #625207105
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Page 5 of 8
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(c)
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Number of shares as to which such person has
:
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(i)
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Sole power to vote or to direct the vote
:
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See Row 5 of cover page for each Reporting Person.
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(ii)
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Shared power to vote or to direct the vote
:
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See Row 6 of cover page for each Reporting Person.
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(iii)
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Sole power to dispose or to direct the disposition of
:
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See Row 7 of cover page for each Reporting Person.
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(iv)
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Shared power to dispose or to direct the disposition of
:
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See Row 8 of cover page for each Reporting Person.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:
x
Yes
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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Under certain circumstances set forth in the limited partnership agreement of Morgenthaler Partners VIII, L.P. and the limited liability company agreement of Morgenthaler Management Partners VIII, LLC, the partners or members, as the case may be, of each 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 partner or member.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
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Not applicable.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Not applicable
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable
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ITEM 10.
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CERTIFICATION
.
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Not applicable
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CUSIP #625207105
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Page 6 of 8
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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
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MORGENTHALER PARTNERS VIII, L.P.
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By: MORGENTHALER MANAGEMENT PARTNERS VIII, LLC
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Its: General Partner
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By:
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/s/ Travis Boettner
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Name:
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Travis Boettner
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Title:
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Chief Financial Officer and Chief Compliance Officer
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MORGENTHALER MANAGEMENT PARTNERS VIII, LLC
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By:
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/s/ Travis Boettner
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Name:
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Travis Boettner
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Title:
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Chief Financial Officer and Chief Compliance Officer
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CUSIP #625207105
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Page 7 of 8
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EXHIBIT INDEX
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Found on
Sequentially
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Exhibit
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Numbered Page
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Exhibit A: Agreement of Joint Filing
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8
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CUSIP #625207105
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Page 8 of 8
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exhibit A
Agreement of Joint Filing
The Reporting Persons
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 Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with
the appropriate agencies.
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