Insight Holdings Group, LLC Form 3 Filed 2021-06-30

SECURITIES AND EXCHANGE COMMISSION

FORM 3

Filing Date: 2021-06-30 | Period of Report: 2021-06-29 SEC Accession No. 0001567619-21-012745

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REPORTING OWNER Insight Holdings Group, LLC Mailing Address Business Address 1114 AVENUE OF THE 1114 AVENUE OF THE CIK:1305473| State of Incorp.:DE | Fiscal Year End: 1231 AMERICAS, 36TH FLOOR AMERICAS, 36TH FLOOR Type: 3 | Act: 34 | File No.: 001-40531 | Film No.: 211060761 NEW YORK NY 10036 NEW YORK NY 10036 212-230-9200 Insight Venture Partners (Delaware) X, L.P. Mailing Address Business Address 1114 AVENUE OF THE 1114 AVENUE OF THE CIK:1710835| State of Incorp.:DE AMERICAS, 36TH FLOOR AMERICAS, 36TH FLOOR Type: 3 | Act: 34 | File No.: 001-40531 | Film No.: 211060756 NEW YORK NY 10036 NEW YORK NY 10036 212-230-9200 Insight Venture Partners X (Co-Investors), L.P. Mailing Address Business Address PO BOX 309, UGLAND PO BOX 309, UGLAND CIK:1710834| State of Incorp.:E9 HOUSE HOUSE Type: 3 | Act: 34 | File No.: 001-40531 | Film No.: 211060755 GRAND CAYMAN E9 GRAND CAYMAN E9 KY1-1104 KY1-1104 212-230-9200 Insight Venture Associates X, L.P. Mailing Address Business Address 1114 AVENUE OF THE 1114 AVENUE OF THE CIK:1844845| State of Incorp.:DE AMERICAS, 36TH FLOOR AMERICAS, 36TH FLOOR Type: 3 | Act: 34 | File No.: 001-40531 | Film No.: 211060759 NEW YORK NY 10036 NEW YORK NY 10036 (212) 230-9200 Insight Venture Partners (Cayman) X, L.P. Mailing Address Business Address PO BOX 309, UGLAND PO BOX 309, UGLAND CIK:1710860| State of Incorp.:E9 HOUSE HOUSE Type: 3 | Act: 34 | File No.: 001-40531 | Film No.: 211060757 GRAND CAYMAN E9 GRAND CAYMAN E9 KY1-1104 KY1-1104 212-230-9200 Insight Venture Partners X, L.P. Mailing Address Business Address PO BOX 309, UGLAND PO BOX 309, UGLAND CIK:1710959| State of Incorp.:E9 HOUSE HOUSE Type: 3 | Act: 34 | File No.: 001-40531 | Film No.: 211060758

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document GRAND CAYMAN E9 GRAND CAYMAN E9 KY1-1104 KY1-1104 212-230-9200 Insight Venture Associates X, Ltd. Mailing Address Business Address PO BOX 309, UGLAND PO BOX 309, UGLAND CIK:1803240| State of Incorp.:E9 | Fiscal Year End: 1231 HOUSE HOUSE Type: 3 | Act: 34 | File No.: 001-40531 | Film No.: 211060760 GRAND CAYMAN E9 GRAND CAYMAN E9 KY1-1104 KY1-1104 212-230-9200 ISSUER SentinelOne, Inc. Mailing Address Business Address 444 CASTRO STREET 444 CASTRO STREET CIK:1583708| IRS No.: 990385461 | State of Incorp.:DE | Fiscal Year End: 0131 SUITE 400 SUITE 400 SIC: 7372 Prepackaged software MOUNTAIN VIEW CA 94041 MOUNTAIN VIEW CA 94041 855-868-3733

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND OMB APPROVAL FORM 3 OMB Number: 3235-0104 EXCHANGE COMMISSION Expires: 02/28/2011 Washington, D.C. 20549 Estimated average burden hours per response 0.5 INITIAL STATEMENT OF 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

1. Name and Address of Reporting Person * 2. Date of Event Requiring 3. Issuer Name and Ticker or Trading Symbol Statement (Month/Day/ Insight Holdings Group, LLC Year) SentinelOne, Inc. [S] 06/29/2021 4. Relationship of Reporting Person(s) to Issuer 5. If Amendment, Date Original Filed (Last) (First) (Middle) (Check all applicable) (Month/Day/Year) _____ Director __X__ 10% Owner C/O INSIGHT PARTNERS, 1114 _____ Officer (give title _____ Other (specify AVENUE OF THE AMERICAS, 36TH below) below) FLOOR 6. Individual or Joint/Group Filing (Street) (Check applicable line) _____ Form Filed by One Reporting Person NEW YORK, NY 10036 __X__ Form Filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities 3. Ownership 4. Nature of Indirect Beneficial Ownership (Instr. 5) Beneficially Owned (Instr. 4) Form: Direct (D) or Indirect (I) (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and 3. Title and Amount of Securities 4. 5. 6. Nature of Indirect Expiration Date (Month/ Underlying Derivative Security (Instr. 4) Conversion Ownership Beneficial Ownership Day/Year) or Exercise Form of (Instr. 5) Price of Derivative Date Expiration Amount or Derivative Security: Exercisable Date Security Direct (D) or Title Number of Shares Indirect (I) (Instr. 5)

Class B Common Stock (1) (1) Class A Common Stock 1,469,389 (1) I See footnote (2)

Class B Common Stock (1) (1) Class A Common Stock 1,204,918 (1) I See footnote (3)

Class B Common Stock (1) (1) Class A Common Stock 233,079 (1) I See footnote (4)

Class B Common Stock (1) (1) Class A Common Stock 34,962 (1) I See footnote (5)

(6) (6) Class B Common Stock (6) (2) Class D Preferred Stock (1) 6,844,479 I See footnote

(6) (6) Class B Common Stock (6) (3) Class D Preferred Stock (1) 5,612,553 I See footnote

(6) (6) Class B Common Stock (6) (4) Class D Preferred Stock (1) 1,085,694 I See footnote

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (6) (6) Class B Common Stock (6) (5) Class D Preferred Stock (1) 162,855 I See footnote

(7) (7) Class B Common Stock (7) (2) Class E Preferred Stock (1) 6,699,090 I See footnote

(7) (7) Class B Common Stock (7) (3) Class E Preferred Stock (1) 5,493,334 I See footnote

(7) (7) Class B Common Stock (7) (4) Class E Preferred Stock (1) 1,062,632 I See footnote

(7) (7) Class B Common Stock (7) (5) Class E Preferred Stock (1) 159,394 I See footnote

(8) (8) Class B Common Stock (8) (2) Class F Preferred Stock (1) 721,267 I See footnote

(8) (8) Class B Common Stock (8) (3) Class F Preferred Stock (1) 591,448 I See footnote

(8) (8) Class B Common Stock (8) (4) Class F Preferred Stock (1) 114,410 I See footnote

(8) (8) Class B Common Stock (8) (5) Class F Preferred Stock (1) 17,161 I See footnote

Reporting Owners Relationships Reporting Owner Name / Address Director 10% Owner Officer Other Insight Holdings Group, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR X NEW YORK, NY 10036 Insight Venture Associates X, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR X NEW YORK, NY 10036 Insight Venture Associates X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR X NEW YORK, NY 10036 Insight Venture Partners X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR X NEW YORK, NY 10036 Insight Venture Partners (Cayman) X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR X NEW YORK, X1 10036 Insight Venture Partners (Delaware) X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR X NEW YORK, NY 10036 Insight Venture Partners X (Co-Investors), L.P. C/O INSIGHT PARTNERS X

Explanation of Responses: 1. See Exhibit 99.1 2. See Exhibit 99.1 3. See Exhibit 99.1 4. See Exhibit 99.1 5. See Exhibit 99.1 6. See Exhibit 99.1 7. See Exhibit 99.1 8. See Exhibit 99.1 Remarks: This Form 3 is the first of two Forms 3 filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. Each Form 3 is filed by the Designated Filer, Insight Holdings Group, LLC. Exhibit List ------Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information

Signatures Insight Holdings Group, LLC; By /s/ Andrew Prodromos, Attorney-in-Fact 06/29/2021 ** 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.

(1) Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B Common Stock, (ii) seven years from the effective date of the issuer's initial public offering ("IPO"), (iii) the first date following the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common Stock subject to outstanding stock options) held by Tomer Weingarten, including certain entities that Mr. Weingarten controls, is less than 25% of the number of shares of Class B Common Stock (including shares of Class B Common Stock subject to outstanding stock options) that Mr. Weingarten originally held as of the date of the IPO, (iv) the date fixed by the issuer's board of directors (the "Board"), following the first date following the completion of the IPO when Mr. Weingarten is no longer providing services to the issuer as an officer, employee, consultant or member of the Board, (v) the date fixed by the Board following the date, if applicable, on which Mr. Weingarten is terminated for cause, as defined in the issuer's restated certificate of incorporation, and (vi) the date that is 12 months after the death or disability, as defined in the issuer's restated certificate of incorporation, of Mr. Weingarten. (2) Held directly by Insight Venture Partners X, L.P. (3) Held directly by Insight Venture Partners (Cayman) X, L.P. (4) Held directly by Insight Venture Partners (Delaware) X, L.P. (5) Held directly by Insight Venture Partners X (Co-Investors), L.P. (6) The Series D Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Upon the closing of the IPO, all shares of Series D Preferred Stock will be converted into shares of Class B Common Stock. (7) Each share of Series E Preferred Stock will be convertible at the closing of the IPO into approximately 1.0869 shares of Class B Common Stock and has no expiration date. Upon the closing of the IPO, all shares of Series E Preferred Stock will be converted into shares of Class B Common Stock. (8) The Series F Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Upon the closing of the IPO, all shares of Series F Preferred Stock will be converted into shares of Class B Common Stock.

INSIGHT HOLDINGS GROUP, LLC

By: /s/Andrew Prodromos Date: 6/29/2021 Name: Andrew Prodromos Title: Attorney-in-Fact

INSIGHT VENTURE ASSOCIATES X, LTD.

By: /s/Andrew Prodromos Name: Andrew Prodromos Date: 6/29/2021 Title: Authorized Officer

INSIGHT VENTURE ASSOCIATES X, L.P. By: Insight Venture Associates X, Ltd., its general partner

By: /s/Andrew Prodromos Date: 6/29/2021 Name: Andrew Prodromos Title: Authorized Officer

INSIGHT VENTURE PARTNERS X, L.P. By: Insight Venture Associates X, L.P., its general partner By: Insight Venture Associates X, Ltd. its general partner

By: /s/Andrew Prodromos Date: 6/29/2021 Name: Andrew Prodromos Title: Authorized Officer

INSIGHT VENTURE PARTNERS (CAYMAN) X, L.P. By: Insight Venture Associates X, L.P., its general partner By: Insight Venture Associates X, Ltd. its general partner

By: /s/Andrew Prodromos Date: 6/29/2021 Name: Andrew Prodromos Title: Authorized Officer

INSIGHT VENTURE PARTNERS (DELAWARE) X, L.P. By: Insight Venture Associates X, L.P., its general partner By: Insight Venture Associates X, Ltd., its general partner

By: /s/Andrew Prodromos Date: 6/29/2021 Name: Andrew Prodromos Title: Authorized Officer

INSIGHT VENTURE PARTNERS X (CO-INVESTORS), L.P. By: Insight Venture Associates X, L.P., its general partner By: Insight Venture Associates X, Ltd., its general partner

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document By: /s/Andrew Prodromos Date: 6/29/2021 Name: Andrew Prodromos Title: Authorized Officer

1,469,389 shares of Class B Common Stock, 6,844,479 shares of Series D Preferred Stock, 6,163,196 shares of Series E Preferred Stock and 721,267 shares of Series F Preferred Stock are held of record by Insight Venture Partners X, L.P. (“IVP X”), 1,204,918 shares of Class B Common Stock, 5,612,553 shares of Series D Preferred Stock, 5,053,895 shares of Series E Preferred Stock and 591,448 shares of Series F Preferred Stock are held of record by Insight Venture Partners (Cayman) X, L.P. (“IVP Cayman X”), 233,079 shares of Class B Common Stock, 1,085,694 shares of Series D Preferred Stock, 977,627 shares of Series E Preferred Stock and 114,410 shares of Series F Preferred Stock are held of record by Insight Venture Partners (Delaware) X, L.P. (“IVP Delaware X”), and 34,962 shares of Class B Common Stock, 162,855 shares of Series D Preferred Stock, 146,644 shares of Series E Preferred Stock and 17,161 shares of Series F Preferred Stock are held of record by Insight Venture Partners X (Co-Investors), L.P. (“IVP Co-Investors X” and, together with IVP X, IVP Cayman X and IVP Delaware X, the “IVP X Funds”).

The amount listed as owned by each IVP X Fund may be deemed to be attributable to each of the other IVP X Funds, Insight Venture Associates X, L.P. (“IVA X”), Insight Venture Associates X, Ltd. (“IVA X Ltd”) and Insight Holdings Group, LLC (“Holdings”) because Holdings is the sole shareholder of IVA X Ltd, which in turn is the general partner of IVA X, which in turn is the general partner of each of the IVP X Funds.

1,221,222 shares of Class B Common Stock are held of record by Insight Partners XI, L.P. (“IP XI”), 1,337,912 shares of Class B Common Stock are held of record by Insight Partners (Cayman) XI, L.P. (“IP Cayman XI”), 170,827 shares of Class B Common Stock are held of record by Insight Partners (Delaware) XI, L.P. (“IP Delaware XI”), 20,335 shares of Class B Common Stock are held of record by Insight Partners XI (Co-Investors), L.P. (“IP Co-Investors XI”), 28,028 shares of Class B Common Stock are held of record by Insight Partners XI (Co-Investors) (B), L.P. (“IP Co-Investors B XI”), and 158,685 shares of Class B Common Stock are held of record by Insight Partners (EU) XI, S.C.Sp. (“IP EU XI” and, together with IP XI, IP Cayman XI, IP Delaware XI, IP Co-Investors XI and IP Co-Investors B XI, the “IP XI Funds” and, together with the IVP X Funds, the “Funds”).

The amount listed as owned by each IP XI Fund may be deemed to be attributable to each of the other IP XI Funds, Insight Associates XI, L.P. (“IA XI”), Insight Associates XI, Ltd. (“IA XI Ltd”), Insight Associates (EU) XI, S.a.r.l. (“IA EU XI”) and Holdings because Holdings is the sole shareholder of IA XI Ltd, which in turn is the general partner of IA XI, which in turn is the general partner of each of the IP XI Funds (other than IP EU XI) and because Holdings is the sole shareholder of IA EU XI, which in turn is the general partner of IP EU XI.

Each of Jeffrey L. Horing, Deven Parekh, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Holdings and may be deemed to have shared voting and dispositive power over the shares held of record by the Funds. The foregoing is not an admission by IVA X, IVA X Ltd, IA XI, IA XI Ltd, IA EU XI or Holdings that it is the beneficial owner of the shares held of record by the Funds. Each of Messrs. Horing, Parekh, Lieberman and Triplett disclaims beneficial ownership of the shares held by the Funds, except to the extent of his pecuniary interest therein.

The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.