SC 13G/A 1 s13ga_012521-mimecast.htm SCHEDULE 13G-A FOR MIMECAST LIMITED BY ABDIEL QUALIFIED MASTER FUND, LP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
(Amendment No. 5)*

Mimecast Limited
(Name of Issuer)

Ordinary Shares, $0.012 par value
(Title of Class of Securities)

G14838109
(CUSIP Number)

December 31, 2020
Date of Event Which Requires Filing of this Statement


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 

[   ]   Rule 13d-1(b)

[X]   Rule 13d-1(c)

[   ]   Rule 13d-1(d)

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






1



CUSIP No. G14838109


1
Name of Reporting Person:
Abdiel Qualified Master Fund, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
 
2
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]

 
3
SEC USE ONLY

 
 
4
Citizenship or Place of Organization

Cayman Islands

 


NUMBER OF SHARES
5
SOLE VOTING POWER
0
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
6
SHARED VOTING POWER
0
 

7
SOLE  DISPOSITIVE POWER
0


8
SHARED DISPOSITIVE POWER
0

9
AGGREGATE AMOUNT BENEFICIALLY OWNED
 0

10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
 
12
TYPE OF REPORTING PERSON
PN
 






2



CUSIP No. G14838109


1
Names of Reporting Person:
Abdiel Capital, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
 
2
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]

 
3
SEC USE ONLY
 

 
4
Citizenship or Place of Organization

Delaware

 


NUMBER OF SHARES
5
SOLE VOTING POWER
0
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
6
SHARED VOTING POWER
0
 

7
SOLE  DISPOSITIVE POWER
0


8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
0

10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
 
12
TYPE OF REPORTING PERSON
PN
 







3



CUSIP No. G14838109


1
Names of Reporting Person:
Abdiel Capital Management, LLC
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
 
2
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]

 
3
SEC USE ONLY
 

 
4
Citizenship or Place of Organization

Delaware

 


NUMBER OF SHARES
5
SOLE VOTING POWER
0
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
6
SHARED VOTING POWER
0

7
SOLE  DISPOSITIVE POWER
0


8
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
0
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
 
12
TYPE OF REPORTING PERSON
OO
 







4



CUSIP No. G14838109


1
Names of Reporting Person:
Abdiel Capital Advisors, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
 
2
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]

 
3
SEC USE ONLY
 

 
4
Citizenship or Place of Organization

Delaware

 


NUMBER OF SHARES
5
SOLE VOTING POWER
0
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
6
SHARED VOTING POWER
0


7
SOLE  DISPOSITIVE POWER
0


8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
0
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
 
12
TYPE OF REPORTING PERSON
PN, IA
 






5



CUSIP No. G14838109


1
Names of Reporting Person:
Colin T. Moran
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
 
2
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]

 
3
SEC USE ONLY

 
 
4
Citizenship or Place of Organization

United States

 


NUMBER OF SHARES
5
SOLE VOTING POWER
0
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
6
SHARED VOTING POWER
0


7
SOLE  DISPOSITIVE POWER
0


8
SHARED DISPOSITIVE POWER
 0

9
AGGREGATE AMOUNT BENEFICIALLY OWNED
0

10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
 
12
TYPE OF REPORTING PERSON
IN
 






6




CUSIP No. G14838109


AMENDMENT NO. 5 TO SCHEDULE 13G (FINAL AMENDMENT)

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on February 25, 2016, Amendment No. 1 thereto filed on January 24, 2017, Amendment No. 2 thereto filed on January 31, 2018, Amendment No. 3 thereto filed on February 11, 2019 and Amendment No. 4 thereto filed on February 14, 2020 (as so amended, the “Schedule 13G”).  Terms defined in the Schedule 13G are used herein as so defined.
The following Items of the Schedule 13G are hereby amended and restated as follows:

Item 1(b)
Address of Issuer’s Principal Executive Offices:
 
One Finsbury Avenue, London EC2M 2PF, United Kingdom
 
   
Item 4
Ownership:
 
(a) through (c):
 
The information requested herein is incorporated by reference to the cover pages to this Amendment No. 5 to Schedule 13G.
 
Abdiel Capital Management, LLC and Abdiel Capital Advisors, LP serve as the general partner and the investment manager, respectively, of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP.  Colin T. Moran serves as managing member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which serves as the general partner of Abdiel Capital Advisors, LP.  Each of the Reporting Persons disclaims beneficial ownership of the shares that have been reported in the Schedule 13G except to the extent of its or his pecuniary interest therein.
   
Item 5
Ownership of Five Percent or Less of a Class:
 
If this statement is being filed to report the fact that the Reporting Persons have ceased to be beneficial owners of more than five percent of the Common Stock, check the following:  [X].






7




CUSIP No. G14838109

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  February 4, 2021

ABDIEL QUALIFIED MASTER FUND, LP
 
 
 
 
By:
Abdiel Capital Management, LLC,
 
 
its General Partner
 
 
 
 
By:
/s/ Colin T. Moran
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
ABDIEL CAPITAL, LP
 
 
 
 
By:
Abdiel Capital Management, LLC,
 
 
its General Partner
 
 
 
 
By:
/s/ Colin T. Moran
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
ABDIEL CAPITAL MANAGEMENT, LLC
 
 
 
 
By:
/s/ Colin T. Moran
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
ABDIEL CAPITAL ADVISORS, LP
 
 
 
 
By:
Abdiel Capital Partners, LLC,
 
 
its General Partner
 
 
 
 
By:
/s/ Colin T. Moran
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
COLIN T. MORAN
 
 
 
 
By:
/s/ Colin T. Moran
 
 
Colin T. Moran, Individually
 
 
 
 










8