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EX-23.1 - EX-23.1 - Sailpoint Technologies Holdings, Inc.d599840dex231.htm
EX-5.1 - EX-5.1 - Sailpoint Technologies Holdings, Inc.d599840dex51.htm

As filed with the Securities and Exchange Commission on August 15, 2018

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SailPoint Technologies Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   7372   47-1628077

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(IRS Employer

Identification No.)

11305 Four Points Drive, Building

2, Suite 100

Austin, TX 78726

(512) 346-2000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Christopher Schmitt

General Counsel

SailPoint Technologies Holdings, Inc.

11305 Four Points Drive, Building 2, Suite 100

Austin, TX 78726

(512) 346-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Paul R. Tobias

J. Wesley Jones

Vinson & Elkins L.L.P.

2801 Via Fortuna, Suite 100

Austin, TX 78746

(512) 542-8400

 

Gerald T. Nowak, P.C.

Bradley C. Reed

Kirkland & Ellis LLP

300 North LaSalle

Chicago, IL 60654

(312) 862-2000

 

Kenneth J. Gordon

Joseph C. Theis, Jr.

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

(617) 570-1000

 

 

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ File No. 333-226819

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☒  (Do not check if a smaller reporting company)    Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of
Securities To Be Registered
 

Amount

to be

Registered(1)

 

Proposed

Maximum

Offering Price

Per Share(2)

 

Proposed

Maximum
Aggregate

Offering Price(2)

  Amount of
Registration Fee(3)

Common stock, $0.0001 par value per share

  1,437,500   $28.25   $40,609,375   $5,055.87

 

 

(1)

Represents only the additional number of shares of the registrant’s common stock being registered and includes shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares of common stock. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1 (File No. 333-226819).

(2)

Based upon the public offering price.

(3)

The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $373,606,250 on a registration statement on Form S-1 (File No. 333-226819), which was declared effective by the Securities and Exchange Commission on August 15, 2018. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $40,609,375 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with
Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE

This registration statement is being filed with respect to the registration of additional shares of common stock of SailPoint Technologies Holdings, Inc., a Delaware corporation (the “Company”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registration statement on Form S-1 (Registration No. 333-226819), initially filed by the Company with the Securities and Exchange Commission on August 13, 2018, as amended by that certain Amendment No. 1 to Form S-1 and as filed by the Company on August 14, 2018 (the “Prior Registration Statement”), and which was declared effective on August 15, 2018, including the exhibits thereto, are incorporated herein by reference.

The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Austin, Texas, on August 15, 2018.

 

SailPoint Technologies Holdings, Inc.
By:  

/s/ Mark McClain

  Mark McClain
  Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed below by the following persons in the capacities indicated below on August 15, 2018.

 

Name

     

Title

/s/ Mark McClain

Mark McClain

   

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Cam McMartin

Cam McMartin

   

Chief Financial Officer

(Principal Financial Officer)

/s/ Thomas Beck

Thomas Beck

   

Vice President, Finance

(Principal Accounting Officer)

*

Marcel Bernard

    Director

*

William Gregory Bock

    Director

*

Seth Boro

    Director

*

James Michael Pflaging

    Director

*

Michael J. Sullivan

    Director

*

Kenneth J. Virnig, II

    Director

* By: 

 

/s/ Cam McMartin

   
 

Cam McMartin

Attorney-in-Fact