| Item 1. | |
| (a) | Name of issuer:
Netskope, Inc. |
| (b) | Address of issuer's principal executive offices:
2445 Augustine Drive, Suite 301, Santa Clara, California 95054 |
| Item 2. | |
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
i. SCGE Fund, L.P.
ii. SCGE (LTGP), L.P.
iii. SCGE MANAGEMENT, L.P.
iv. SCGE GenPar, Ltd.
SCGE (LTGP), L.P. is the general partner of SCGE Fund, L.P. and, as such, may be deemed to beneficially own the shares held by the SCGE (LTGP), L.P. SCGE GenPar, Ltd. is the general partner of SCGE (LTGP), L.P. and, as such, may be deemed to beneficially own the shares owned by SCGE (LTGP), L.P. SCGE MANAGEMENT, L.P., a registered investment adviser under the Investment Advisers Act of 1940, as amended, acts as investment adviser to SCGE (LTGP), L.P. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Persons is 2800 Sand Hill Road, Suite 101, Menlo Park, CA 94025. |
| (c) | Citizenship:
See Item 4 of the cover page for each Reporting Person. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
64119N608 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of Class A shares beneficially owned by such Reporting Person as of the date hereof, and is incorporated by reference.
As of the date hereof, each Reporting Person beneficially owns an aggregate of 5,956,708 Class A shares consisting of: (i) 1,300,000 Class A Shares, and (ii) 4,656,708 Class A shares underlying Class B Shares that are convertible within 60 days, subject to the restrictions described herein.
SCGE Fund, L.P. holds a total of 13,330,921 shares of Class B common stock ("Class B shares"). Each Class B share is convertible into one Class A share, subject to the certain limitations described herein. The Reporting Persons are prohibited from converting their Class B Shares into Class A Shares to the extent that, following such conversion, the Reporting Persons (and their attribution parties) would collectively beneficially own in excess of 9.99% of the outstanding Class A Shares. As of the date hereof, each Reporting Person's beneficial ownership includes 4,656,708 Class B Shares that are convertible into Class A shares within 60 days. |
| (b) | Percent of class:
See items 5-11 of the cover page for each Reporting Person. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See items 5-11 of the cover page for each Reporting Person.
|
| | (ii) Shared power to vote or to direct the vote:
See items 5-11 of the cover page for each Reporting Person.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See items 5-11 of the cover page for each Reporting Person.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See items 5-11 of the cover page for each Reporting Person.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 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
|
Rule 13d-1(c)