SEC Form S-1MEF filed by SailPoint Technologies Holdings Inc.
As filed with the U.S. Securities and Exchange Commission on February 12, 2025
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SailPoint, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 7372 | 88-2001765 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
11120 Four Points Drive, Suite 100
Austin, TX 78726
(512) 346-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chris Schmitt
General Counsel and Secretary
11120 Four Points Drive, Suite 100
Austin, TX 78726
(512) 346-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
| Bradley C. Reed, P.C. Michael P. Keeley, P.C. Lanchi D. Huynh Kirkland & Ellis LLP 333 West Wolf Point Plaza Chicago, IL 60654 (312) 862-2000 |
Nicole Brookshire Roshni Banker Cariello Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
Approximate date of commencement of proposed sale 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-284339
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, 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 | ☒ | 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. ☐
This 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 AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with respect to the registration of additional shares of common stock of SailPoint, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registration statement on Form S-1 (File No. 333-284339), initially filed by SailPoint Parent, LP (which was converted into a Delaware corporation pursuant to a statutory conversion and changed its name to SailPoint, Inc. prior to the effectiveness of the registration statement) with the Securities and Exchange Commission (the “Commission”) on January 17, 2025, as amended (the “Prior Registration Statement”), and which was declared effective on February 12, 2025, 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 Filing Fee Table filed as Exhibit 107 to the Prior Registration Statement.
CERTIFICATION
The registrant hereby (i) undertakes to pay the Commission the filing fee set forth on the Filing Fee Table filed as Exhibit 107 of this registration statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on February 13, 2025) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Austin, State of Texas, on February 12, 2025.
| SailPoint Parent, LP | ||
| By: | /s/ Mark McClain | |
| Name: | Mark McClain | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Mark McClain Mark McClain |
Chief Executive Officer and Director (Principal Executive Officer) |
February 12, 2025 | ||
| /s/ Brian Carolan Brian Carolan |
Chief Financial Officer (Principal Financial Officer) |
February 12, 2025 | ||
| /s/ Mitra Rezvan Mitra Rezvan |
Chief Accounting Officer (Principal Accounting Officer) |
February 12, 2025 | ||
| * Kristin Nimsger Weston |
Director | February 12, 2025 | ||
| * Andrew Almeida |
Director | February 12, 2025 | ||
| * William Bock |
Director | February 12, 2025 | ||
| * Seth Boro |
Director | February 12, 2025 | ||
| * Ronald Green |
Director | February 12, 2025 | ||
| * James (Jim) Hagan |
Director | February 12, 2025 | ||
| * Sacha May |
Director | February 12, 2025 | ||
| * Tracey Newell |
Director | February 12, 2025 | ||
| * By: | /s/ Brian Carolan | |
| Brian Carolan | ||
| Attorney-in-Fact |