Edgar Filing: FireEye, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SC XI MANAGEMENT LLC

2. Issuer Name and Ticker or Trading Symbol
FireEye, Inc. [FEYE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, 4-250

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2013

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/25/2013		C		18,961,167	A	⁽¹⁾	18,961,167	I	By Sequoia Capital XI, LP ⁽²⁾
Common Stock	09/25/2013		C		598,940	A	⁽¹⁾	598,940	I	By Sequoia Technology Partners XI, LP ⁽³⁾
Common Stock	09/25/2013		C		2,062,304	A	⁽¹⁾	2,062,304	I	By Sequoia Capital XI Principals Fund, LLC ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-1 Preferred Stock

⁽¹⁾

09/25/2013

833,530

⁽¹⁾

Common Stock ⁽¹⁾

833,530

$ 0

By Sequoia Capital XI, LP ⁽²⁾

Series A-1 Preferred Stock

⁽¹⁾

09/25/2013

26,315

⁽¹⁾

Common Stock ⁽¹⁾

26,315

$ 0

By Sequoia Technology Partners XI, LP ⁽³⁾

Series A-1 Preferred Stock

⁽¹⁾

09/25/2013

90,155

⁽¹⁾

Common Stock ⁽¹⁾

90,155

$ 0

By Sequoia Capital XI Principals Fund, LLC ⁽⁴⁾

Series A-2 Preferred Stock

⁽¹⁾

09/25/2013

4,276,684

⁽¹⁾

Common Stock ⁽¹⁾

5,016,892

$ 0

By Sequoia Capital XI, LP ⁽²⁾

Series A-2 Preferred Stock

⁽¹⁾

09/25/2013

135,094

⁽¹⁾

Common Stock ⁽¹⁾

158,476

$ 0

By Sequoia Technology Partners XI, LP ⁽³⁾

Series A-2 Preferred Stock

⁽¹⁾

09/25/2013

465,271

⁽¹⁾

Common Stock ⁽¹⁾

545,800

$ 0

By Sequoia Capital XI Principals Fund, LLC ⁽⁴⁾

Series B Preferred Stock

⁽¹⁾

09/25/2013

1,959,738

⁽¹⁾

Common Stock ⁽¹⁾

2,746,122

$ 0

By Sequoia Capital XI, LP ⁽²⁾

Series B Preferred Stock

⁽¹⁾

09/25/2013

61,905

⁽¹⁾

Common Stock ⁽¹⁾

86,746

$ 0

By Sequoia Technology Partners XI, LP ⁽³⁾

Series B Preferred Stock

⁽¹⁾

09/25/2013

213,205

⁽¹⁾

Common Stock ⁽¹⁾

298,758

$ 0

By Sequoia Capital XI Principals Fund, LLC ⁽⁴⁾

Series C Preferred Stock

⁽¹⁾

09/25/2013

630,681

⁽¹⁾

Common Stock ⁽¹⁾

940,661

$ 0

By Sequoia Capital XI, LP ⁽²⁾

Series C Preferred Stock

⁽¹⁾

09/25/2013

19,922

⁽¹⁾

Common Stock ⁽¹⁾

29,714

$ 0

By Sequoia Technology Partners XI, LP ⁽³⁾

Series C Preferred Stock

⁽¹⁾

09/25/2013

68,613

⁽¹⁾

Common Stock ⁽¹⁾

102,336

$ 0

By Sequoia Capital XI Principals Fund, LLC ⁽⁴⁾

Series D Preferred Stock

⁽¹⁾

09/25/2013

7,637,126

⁽¹⁾

Common Stock ⁽¹⁾

7,637,126

$ 0

By Sequoia Capital XI, LP ⁽²⁾

Series D Preferred Stock

⁽¹⁾

09/25/2013

241,245

⁽¹⁾

Common Stock ⁽¹⁾

241,245

$ 0

By Sequoia Technology Partners XI, LP ⁽³⁾

Series D Preferred Stock

⁽¹⁾

09/25/2013

830,861

⁽¹⁾

Common Stock ⁽¹⁾

830,861

$ 0

By Sequoia Capital XI Principals Fund, LLC ⁽⁴⁾

Series E Preferred Stock

⁽¹⁾

09/25/2013

980,448

⁽¹⁾

Common Stock ⁽¹⁾

980,448

$ 0

By Sequoia Capital XI, LP ⁽²⁾

Series E Preferred Stock

⁽¹⁾

09/25/2013

30,971

⁽¹⁾

Common Stock ⁽¹⁾

30,971

$ 0

By Sequoia Technology Partners XI, LP ⁽³⁾

Series E Preferred Stock

⁽¹⁾

09/25/2013

106,665

⁽¹⁾

Common Stock ⁽¹⁾

106,665

$ 0

By Sequoia Capital XI Principals Fund, LLC ⁽⁴⁾

Series F Preferred Stock

⁽¹⁾

09/25/2013

806,388

⁽¹⁾

Common Stock ⁽¹⁾

806,388

$ 0

By Sequoia Capital XI, LP ⁽²⁾

Series F Preferred Stock

⁽¹⁾

09/25/2013

25,473

⁽¹⁾

Common Stock ⁽¹⁾

25,473

$ 0

By Sequoia Technology Partners XI, LP ⁽³⁾

Series F Preferred Stock

⁽¹⁾

09/25/2013

87,729

⁽¹⁾

Common Stock ⁽¹⁾

87,729

$ 0

By Sequoia Capital XI Principals Fund, LLC ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SC XI MANAGEMENT LLC 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025		X
SEQUOIA CAPITAL XI 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025		X
SEQUOIA TECHNOLOGY PARTNERS XI 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025		X
SEQUOIA CAPITAL XI PRINCIPALS FUND 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025		X

Signatures

By: /s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC		09/26/2013
^**Signature of Reporting Person		Date
By: /s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Capital XI, LP		09/26/2013
^**Signature of Reporting Person		Date
By: /s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Technology Partners XI, LP		09/26/2013
^**Signature of Reporting Person		Date
By: /s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SC XI Management, LLC, the Managing Member of Sequoia Capital XI Principals Fund, LLC		09/26/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Series A-1 Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. Each share of Series A-2 Preferred Stock automatically converted into Common Stock on a 1.17308:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. Each share of Series B Preferred Stock automatically converted into Common Stock on a 1.40127:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. Each share of Series C Preferred Stock automatically converted into Common Stock on a 1.4915:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
(2)	Shares held directly by Sequoia Capital XI, LP ("SC XI"). SC XI Management, LLC ("SC XI LLC"), the general partner of SC XI, may be deemed to share voting and dispositive power with respect to the shares held by SC XI. Each of these entities disclaims beneficial ownership of the securities held by SC XI except to the extent of any pecuniary interest therein.
(3)	Shares held directly by Sequoia Technology Partners XI, LP ("STP XI"). SC XI LLC, the general partner of STP XI, may be deemed to share voting and dispositive power with respect to the shares held by STP XI. Each of these entities disclaims beneficial ownership of the securities held by STP XI except to the extent of any pecuniary interest therein.
(4)	Shares held directly by Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). SC XI LLC, the managing member of SC XI PF, may be deemed to share voting and dispositive power with respect to the shares held by SC XI PF. Each of these entities disclaims beneficial ownership of the securities held by SC XI PF except to the extent of any pecuniary interest therein.

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