President Kuzoyan Vahe converted options into 25,208 shares and sold $2,638,017 worth of shares (25,208 units at $104.65) (SEC Form 4)
$TTAN
Computer Software: Prepackaged Software
Technology
| 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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ServiceTitan, Inc. [ TTAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/26/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 06/26/2025 | C(1) | 25,208 | A | $0 | 25,208 | D | |||
| Class A Common Stock | 06/26/2025 | S(2) | 7,360 | D | $104.65(3) | 17,848 | D | |||
| Class A Common Stock | 06/26/2025 | S(2) | 12,497 | D | $104.65(4) | 5,351 | D | |||
| Class A Common Stock | 06/26/2025 | S(2) | 4,584 | D | $104.65(5) | 767 | D | |||
| Class A Common Stock | 06/26/2025 | S(2) | 767 | D | $104.65(6) | 0 | D | |||
|
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 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 | ||||||||
| Class B Common Stock | (7) | 06/26/2025 | C(1) | 25,208 | (7) | (7) | Class A Common Stock | 25,208 | $0 | 3,607,729(8) | D | ||||
| Class B Common Stock | (7) | (7) | (7) | Class A Common Stock | 354,924 | 354,924 | I | By RA 2023 GRAT | |||||||
| Class B Common Stock | (7) | (7) | (7) | Class A Common Stock | 371,082 | 371,082 | I | By RA 2024 GRAT | |||||||
| Class B Common Stock | (7) | (7) | (7) | Class A Common Stock | 1 | 1 | I | By spouse | |||||||
| Class B Common Stock | (7) | (7) | (7) | Class A Common Stock | 5,513,065 | 5,513,065(8) | I | By the K-A Family Trust dated December 6, 2021 | |||||||
| Class B Common Stock | (7) | (7) | (7) | Class A Common Stock | 354,924 | 354,924 | I | By VK 2023 GRAT | |||||||
| Class B Common Stock | (7) | (7) | (7) | Class A Common Stock | 371,082 | 371,082 | I | By VK 2024 GRAT | |||||||
| Explanation of Responses: |
| 1. Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person. |
| 2. Represents shares sold to satisfy the Reporting Person's tax withholding obligation in connection with the vesting of restricted stock units, which had vested with respect to the service-based vesting condition and subsequently satisfied the liquidity-event vesting condition two weeks following the expiration date of lock-up period following the Issuer's initial public offering. These sales are mandated as part of the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.20 to $104.19. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.20 to $105.19. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.20 to $106.19. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.20 to $106.57. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. The Class B common stock is convertible into an equal number of shares of Class A common stock at any time, at the holder's election. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers, or upon the occurrence of certain specified events, in each case as set forth in the Issuer's Amended and Restated Certificate of Incorporation. |
| 8. Balance reflects 3,813,065 shares of Class B common stock that were directly held by the Reporting Person and transferred to the K-A Family Trust dated December 6, 2021, on June 24, 2025. Such transfer was exempt from reporting pursuant to Rule 16a-13. |
| /s/ Scott Booth, Attorney-in-Fact | 06/30/2025 | |
| ** 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. | ||