FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Yext, Inc. [ YEXT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/19/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/19/2017 | C | 8,144,606 | A | (2)(3) | 10,190,148 | I | See Footnotes(1)(2)(3)(4)(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series E Preferred Stock | (2) | 04/19/2017 | C | 6,252,718 | (2) | (2) | Common Stock | 6,252,718 | $0 | 0 | I | See Footnotes(1)(2)(4) | |||
Series F Preferred Stock | (3) | 04/19/2017 | C | 1,891,888 | (3) | (3) | Common Stock | 1,891,888 | $0 | 0 | I | See Footnotes(1)(3)(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Marker Yext I-A, L.P., Marker II LP, Marker Yext I, L.P. (collectively, the "Marker Yext Funds"), Marker Yext GP, LLC, Marker II GP, Ltd. and Marker Yext I Manager Ltd. |
2. Immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series E Preferred Stock automatically converted into one share of Common Stock. The Series E Preferred Stock had no expiration date. |
3. Immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series F Preferred Stock automatically converted into one share of Common Stock. The Series F Preferred Stock had no expiration date. |
4. The general partner of each of Marker Yext, I-A L.P. and Marker Yext I, L.P. is Marker Yext GP, LLC. Marker Yext I Manager Ltd. is the sole member of Marker Yext GP, LLC. |
5. The general partner of Marker II LP is Marker II GP, Ltd. The principal business address of the entities affiliated with the Marker Yext Funds is 10 East 53rd St., 14th Floor, New York, New York 10022. |
/s/ Clayton Prugh Name: Clayton Prugh, General Counsel Authorized Signatory for Marker Yext I-A, L.P. | 04/21/2017 | |
/s/ Clayton Prugh Name: Clayton Prugh, General Counsel Authorized Signatory for Marker II LP | 04/21/2017 | |
/s/ Clayton Prugh Name: Clayton Prugh, General Counsel Authorized Signatory for Marker Yext I, L.P. | 04/21/2017 | |
/s/ Clayton Prugh Name: Clayton Prugh, General Counsel Authorized Signatory for Marker Yext GP, LLC | 04/21/2017 | |
/s/ Clayton Prugh Name: Clayton Prugh, General Counsel Authorized Signatory for Marker II GP, Ltd. | 04/21/2017 | |
/s/ Clayton Prugh Name: Clayton Prugh, General Counsel Authorized Signatory for Marker Yext I Manager Ltd. | 04/21/2017 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |