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. )*
FIREEYE, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
31816Q101
(CUSIP Number)
12/31/13
(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)
x Rule 13d-1(d)
(Continued on following pages)
Page 1 of 9 Pages
| CUSIP NO. 31816Q101 | 13 G | Page 2 of 9 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL XI, L.P. (“SC XI”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 54-2094242 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ | |||||
| 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
0 | ||||
| 6 | SHARED VOTING POWER
18,961,167 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
18,961,167 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,961,167 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.8% 1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | The percentage is based upon 137,757,512 shares of the Issuer’s common stock outstanding as of December 31, 2013. |
| CUSIP NO. 31816Q101 | 13 G | Page 3 of 9 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA TECHNOLOGY PARTNERS XI, L.P. (“STP XI”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-0005558 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ | |||||
| 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
0 | ||||
| 6 | SHARED VOTING POWER
598,940 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
598,940 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
598,940 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4% 1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | The percentage is based upon 137,757,512 shares of the Issuer’s common stock outstanding as of December 31, 2013. |
| CUSIP NO. 31816Q101 | 13 G | Page 4 of 9 Pages |
| 1 | NAME OF REPORTING PERSON
SEQUOIA CAPITAL XI PRINCIPALS FUND LLC (“SC XI PF”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-0040683 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ | |||||
| 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
0 | ||||
| 6 | SHARED VOTING POWER
2,062,304 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,062,304 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,062,304 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5% 1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | The percentage is based upon 137,757,512 shares of the Issuer’s common stock outstanding as of December 31, 2013. |
| CUSIP NO. 31816Q101 | 13 G | Page 5 of 9 Pages |
| 1 | NAME OF REPORTING PERSON
SC XI MANAGEMENT, LLC (“SC XI LLC”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-4236767 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ | |||||
| 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
0 | ||||
| 6 | SHARED VOTING POWER
21,622,411 shares of which 18,961,167 shares are directly held by SC XI, 598,940 shares are directly held by STP XI and 2,062,304 shares are directly held by SC XI PF. SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
21,622,411 shares of which 18,961,167 shares are directly held by SC XI, 598,940 shares are directly held by STP XI and 2,062,304 shares are directly held by SC XI PF. SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,622,411 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.7% 1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | The percentage is based upon 137,757,512 shares of the Issuer’s common stock outstanding as of December 31, 2013. |
| CUSIP NO. 31816Q101 | 13 G | Page 6 of 9 Pages |
| ITEM 1. |
| (a) | Name of Issuer: FireEye, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices: |
1440 McCarthy Blvd.
Milpitas, CA 95035
| ITEM 2. |
| (a) | Name of Persons Filing: |
Sequoia Capital XI, L.P.
Sequoia Technology Partners XI, L.P.
Sequoia Capital XI Principals Fund, LLC
SC XI Management, LLC
SC XI LLC is the General Partner of each of SC XI and STP XI, and the Managing Member of SC XI PF.
| (b) | Address of Principal Business Office or, if none, Residence: |
3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
Citizenship:
SC XI LLC, SC XI, STP XI, SC XI PF: Delaware
| (c) | Title of Class of Securities: Common Stock |
| (d) | CUSIP Number: 31816Q101 |
| ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
| ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| CUSIP NO. 31816Q101 | 13 G | Page 7 of 9 Pages |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
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. [ ]
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
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 NO. 31816Q101 | 13 G | Page 8 of 9 Pages |
SIGNATURE
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.
Dated: February 12, 2014
| Sequoia Capital XI, L.P. Sequoia Technology Partners XI, L.P. | ||
| By: | SC XI Management, LLC | |
| General Partner of each | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Member | ||
| Sequoia Capital XI Principals Fund LLC | ||
| By: | SC XI Management, LLC | |
| its Managing Member | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Member | ||
| SC XI Management, LLC | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Member | ||
| CUSIP NO. 31816Q101 | 13 G | Page 9 of 9 Pages |
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the common stock of FireEye, Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 12, 2014
Sequoia Capital XI, L.P.
Sequoia Technology Partners XI, L.P.
| By: | SC XI Management, LLC | |
| General Partner of each | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Member | ||
| Sequoia Capital XI Principals Fund LLC | ||
| By: | SC XI Management, LLC | |
| its Managing Member | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Member | ||
| SC XI Management, LLC | ||
| By: | /s/ Douglas Leone | |
| Douglas Leone, Managing Member | ||