SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sayar Ramin

(Last)

(First)

(Middle)

305 MAIN STREET

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2020

3. Issuer Name and Ticker or Trading Symbol
Sumo Logic, Inc. [ SUMO ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	607,595⁽¹⁾	D
Common Stock	30,000	I	See footnote⁽²⁾

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 Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series F Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	18,570	⁽³⁾	I	See footnote⁽⁴⁾
Series F Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	14,856	⁽³⁾	I	See footnote⁽²⁾
Series G Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	36,313	⁽³⁾	I	See footnote⁽⁴⁾
Stock Option (right to buy)	⁽⁵⁾	12/02/2024	Common Stock	3,093,298	1.15	D
Stock Option (right to buy)	⁽⁶⁾	07/31/2027	Common Stock	1,033,805	2.65	D
Stock Option (right to buy)	⁽⁷⁾	03/11/2029	Common Stock	455,616	3.68	D

Explanation of Responses:

1. Certain of these shares are represented by restricted stock units ("RSUs"). Each RSU represents the Reporting Person's right to receive one share of Common Stock of the Issuer subject to the applicable vesting schedule and the Reporting Person's continued role as a service provider to the Issuer.

2. These shares are held of record by The Sayar Family Trust, for which the Reporting Person serves as co-trustee.

3. The Series F Preferred Stock and Series G Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

4. These shares are held of record by The 2011 Sayar Family Trust.

5. The shares underlying this option are fully vested and immediately exercisable.

6. The shares underlying this option vested as to 1/48th of the total shares on January 2, 2019 with 1/48th of the total shares vesting monthly thereafter, subject to the Reporting Person's continued role as a service provider to the Issuer.

7. The shares underlying this option vested as to 1/4th of the total shares on March 1, 2020 with 1/48th of the total shares vesting monthly thereafter, subject to the Reporting Person's continued role as a service provider to the Issuer.

Remarks:

President and Chief Executive Officer Exhibit 24 - Power of Attorney

	/s/ Katherine Haar, Attorney-in-fact	09/16/2020
	** 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 5 (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.