Основная статистика
| CIK | 1366527 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Carbon Black, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| February 13, 2020 |
CBLK / Carbon Black, Inc. / KLEINER PERKINS CAUFIELD & BYERS XII, LLC - SC 13G/A Passive Investment SC 13G/A 1 tm207548-5sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Carbon Black, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 14081R103 (CUSIP Number) December 31, 2019 (Date o |
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| October 18, 2019 |
CBLK / Carbon Black, Inc. 15-12B - - FORM 15-12B FORM 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38478 Carbon Black, Inc. (Exact name of registrant as specif |
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| October 9, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 8, 2019 CARBON BLACK, INC. (Exact name of registrant as specified in its charter) Delaware 001-38478 55-0810166 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 9, 2019 |
Amended and Restated Bylaws of Carbon Black, Inc. EX-3.2 3 a19-196503ex3d2.htm EX-3.2 Exhibit 3.2 BYLAWS OF CALISTOGA MERGER CORP. (A DELAWARE CORPORATION) BYLAWS OF CALISTOGA MERGER CORP. (a Delaware corporation) ARTICLE I OFFICES Section 1. Registered Office. The registered office of Calistoga Merger Corp. (the “Company”) in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. Other Offices. The Company sha |
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| October 9, 2019 |
Amended and Restated Certificate of Incorporation of Carbon Black, Inc. Exhibit 3.1 Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “CALISTOGA MERGER CORP.”, FILED IN THIS OFFICE ON THE NINETEENTH DAY OF AUGUST, A.D. 2019, AT 11:34 O`CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY R |
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| October 9, 2019 |
Exhibit 99.1 VMware Completes Acquisition of Carbon Black Combined Solutions Help Transform the Industry with a Modern Security Cloud Platform Built for Any Application, Running on Any Cloud, on Any Device PALO ALTO, Calif., October 8, 2019 — VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced it has completed its acquisition of Carbon Black, a leader in cloud-nat |
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| October 9, 2019 |
CBLK / Carbon Black, Inc. S-8 POS - - S-8 POS S-8 POS 1 d816254ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 9, 2019 No. 333-224747 No. 333-230153 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-224747 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-230153 UNDER THE SECURITIES ACT OF |
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| October 9, 2019 |
CBLK / Carbon Black, Inc. S-8 POS - - S-8 POS S-8 POS 1 d816254ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 9, 2019 No. 333-224747 No. 333-230153 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-224747 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-230153 UNDER THE SECURITIES ACT OF |
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| October 8, 2019 |
CBLK / Carbon Black, Inc. SC 14D9/A - - SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. |
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| October 8, 2019 |
VMware Completes Tender Offer for Carbon Black Common Stock EX-99.(A)(5)(T) 2 d815144dex99a5t.htm EX-(A)(5)(T) Exhibit (a)(5)(T) VMware Completes Tender Offer for Carbon Black Common Stock PALO ALTO, Calif., Oct. 8, 2019 – VMware, Inc. (NYSE: VMW) and Carbon Black, Inc. (NASDAQ: CBLK) today announced that VMware has successfully completed its previously announced tender offer to purchase all outstanding shares of common stock (the “Shares”), of Carbon Blac |
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| October 8, 2019 |
VMW / VMWare, Inc. SC TO-T/A - - SC TO-T/A SC TO-T/A 1 d815144dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) CARBON BLACK, INC. (Name of Subject Company) CALISTOGA MERGER CORP. (Offeror) (Names of Filing Persons) VMWARE, INC. (Parent of Offeror) (Names of Filing Person |
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| October 5, 2019 |
EX-99.(D)(8) 3 d796337dex99d8.htm EX-(D)(8) Exhibit (d)(8) October 3, 2019 Michael Viscuso Dear Michael, We are pleased to offer you a position with VMware, Inc. (“VMware”) in connection with the closing of VMware’s proposed acquisition (the “Proposed Acquisition”) of Carbon Black, Inc. (“Carbon Black”) as described below. This offer is contingent on the closing of the Proposed Acquisition (which |
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| October 5, 2019 |
VMware and Carbon Black Announce Satisfaction of the Remaining Regulatory Condition for Tender Offer EX-(a)(5)(S) Exhibit (a)(5)(S) VMware and Carbon Black Announce Satisfaction of the Remaining Regulatory Condition for Tender Offer PALO ALTO, Calif. |
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| October 5, 2019 |
EX-(d)(9) Exhibit (d)(9) October 3, 2019 Stephen Webber Dear Stephen, We are pleased to offer you a position with VMware, Inc. |
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| October 5, 2019 |
VMW / VMWare, Inc. SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) CARBON BLACK, INC. (Name of Subject Company) CALISTOGA MERGER CORP. (Offeror) (Names of Filing Persons) VMWARE, INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value $0.0 |
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| October 5, 2019 |
CBLK / Carbon Black, Inc. SC 14D9/A - - SC 14D9/A SC 14D9/A 1 a19-196501sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 3 Carbon Black, Inc. (Name of Subject Company) Carbon Black, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per shar |
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| September 26, 2019 |
CBLK / Carbon Black, Inc. SC 14D9/A - - SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. |
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| September 26, 2019 |
VMW / VMWare, Inc. SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) CARBON BLACK, INC. (Name of Subject Company) CALISTOGA MERGER CORP. (Offeror) (Names of Filing Persons) VMWARE, INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value $0.0 |
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| September 11, 2019 |
VMW / VMWare, Inc. SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) CARBON BLACK, INC. (Name of Subject Company) CALISTOGA MERGER CORP. (Offeror) (Names of Filing Persons) VMWARE, INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value $0.0 |
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| September 11, 2019 |
EX-99.(A)(5)(R) 2 d793510dex99a5r.htm EX-(A)(5)(R) Exhibit (a)(5)(R) Transcript of Sanjay Poonen Appearance on Mad Money, first used or made available on September 10, 2019: JIM CRAMER, MAD MONEY, HOST: We’ve seen all sorts of turmoil in the high flying cloud stocks for the past few days. Some of these damps have come down hard. What about the not so high flying cloud stocks? Look at VMware, the v |
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| September 10, 2019 |
CBLK / Carbon Black, Inc. SC 14D9/A - - SC 14D9/A SC 14D9/A 1 a19-183022sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 1 Carbon Black, Inc. (Name of Subject Company) Carbon Black, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per shar |
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| September 10, 2019 |
VMware and Carbon Black Announce HSR Clearance for Tender Offer EX-(a)(5)(Q) Exhibit (a)(5)(Q) VMware and Carbon Black Announce HSR Clearance for Tender Offer PALO ALTO, Calif. |
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| September 10, 2019 |
VMW / VMWare, Inc. SC TO-T/A - - SC TO-T/A SC TO-T/A 1 d799855dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) CARBON BLACK, INC. (Name of Subject Company) CALISTOGA MERGER CORP. (Offeror) (Names of Filing Persons) VMWARE, INC. (Parent of Offeror) (Names of Filing Person |
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| September 6, 2019 |
CBLK / Carbon Black, Inc. SC 14D9 - - SC 14D9 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 6, 2019 |
EX-99.(D)(2) 8 d785248dex99d2.htm EX-(D)(2) Exhibit (d)(2) NONDISCLOSURE AGREEMENT This Nondisclosure Agreement, is between VMware, Inc. (“VMware”) and Carbon Black, Inc. (the “Company”) for the purpose of exploring or carrying out a potential strategic business transaction (the “Transaction”). The parties agree as follows: 1. Confidential Information. “Confidential Information” means non-public t |
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| September 6, 2019 |
EX-(d)(6) Exhibit (d)(6) August 22, 2019 Patrick Morley Dear Patrick, We are pleased to offer you a position with VMware, Inc. |
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| September 6, 2019 |
VMW / VMWare, Inc. SC TO-T - - SC TO-T SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CARBON BLACK, INC. (Name of Subject Company) CALISTOGA MERGER CORP. (Offeror) (Names of Filing Persons) VMWARE, INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value $0.001 per share (Title |
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| September 6, 2019 |
EX-(d)(4) Exhibit (d)(4) VMware, Inc. 3401 Hillview Avenue Palo Alto, CA 94304 STRICTLY PRIVATE AND CONFIDENTIAL August 12, 2019 Carbon Black, Inc. 1100 Winter Street Waltham, MA 92451 Attn: Patrick Morley Re: Carbon Black, Inc. – Exclusivity Patrick: This agreement relates to a possible transaction between Carbon Black, Inc. (together with together with all of its subsidiaries, the “Company”) and |
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| September 6, 2019 |
EX-(d)(7) Exhibit (d)(7) August 22, 2019 Ryan Polk Dear Ryan, We are pleased to offer you position with VMware, Inc. |
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| September 6, 2019 |
EX-(a)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). |
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| September 6, 2019 |
EX-(a)(1)(E) Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of CARBON BLACK, INC. |
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| September 6, 2019 |
EX-(d)(5) Exhibit (d)(5) August 21, 2019 Thomas Hansen Dear Thomas, We are pleased to offer you a position with VMware, Inc. |
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| September 6, 2019 |
EX-(a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of CARBON BLACK, INC. |
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| September 6, 2019 |
EX-(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Carbon Black, Inc. |
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| September 6, 2019 |
EX-(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of CARBON BLACK, INC. |
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| September 6, 2019 |
EX-99.(A)(1)(D) 5 d785248dex99a1d.htm EX-(A)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of CARBON BLACK, INC. at $26.00 Net Per Share Pursuant to the Offer to Purchase dated September 6, 2019 by CALISTOGA MERGER CORP. a wholly-owned subsidiary of VMWARE, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, AT THE END OF TH |
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| August 30, 2019 |
VMW / VMWare, Inc. SC TO-C - - SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CARBON BLACK, INC. (Issuer) (Name of Subject Company) CALISTOGA MERGER CORP. (Offeror) (Names of Filing Persons) VMWARE, INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value $0.001 per share (Title |
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| August 30, 2019 |
EX-99.1 2 d788740dex991.htm EX-99.1 Exhibit 99.1 EXCERPTS OF TRANSCRIPT OF DELL, INC. INVESTOR CALL, AUGUST 29, 2019 Thursday, August 29, 2019 4:00 p.m. Central Robert Williams *** I want to mention that we will not be taking questions related to the Pivotal or Carbon Black transactions that VMware announced on August the 22nd. *** Jeff Clarke *** Another powerful example on how we are innovating |
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| August 29, 2019 |
EX-99.1 2 d781098dex991.htm EX-99.1 Exhibit 99.1 Excerpt of transcript of VMworld Strategy Session with VMware, Carbon Black and Pivotal Executives, August 28, 2019. THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2019 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the |
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| August 29, 2019 |
EX-99.2 Welcome to the VMware Strategy and Product-oriented Bus Tour-style Q&A session at VMworld Exhibit 99.2 Any Device Any Application Traditional Cloud Native SaaS Any Cloud Hybrid Private Telco Edge Public Hybrid The Essential, Ubiquitous Digital Foundation VMware Vision accelerate our strategy We are expanding our portfolio to Heptio PKS Bitnami Pivotal vSphere vSAN VMware Cloud VMware Cloud |
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| August 29, 2019 |
VMW / VMWare, Inc. SC TO-C - - SC TO-C SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CARBON BLACK, INC. (Issuer) (Name of Subject Company) CALISTOGA MERGER CORP. (Offeror) (Names of Filing Persons) VMWARE, INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value $0.001 per shar |
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| August 27, 2019 |
EX-99.1 2 d749088dex991.htm EX-99.1 Exhibit 99.1 Dear VMware Customers I am writing to share some exciting news with you. On August 22, 2019, VMware announced that we have entered into agreements to acquire Pivotal and Carbon Black. We are confident both acquisitions will offer tremendous value for our customers by expanding the set of products, tools and services we can provide to drive your digi |
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| August 27, 2019 |
VMW / VMWare, Inc. SC TO-C - - SC TO-C SC TO-C 1 d749088dsctoc.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CARBON BLACK, INC. (Issuer) (Name of Subject Company) CALISTOGA MERGER CORP. (Offeror) (Names of Filing Persons) VMWARE, INC. (Parent of Offeror) (Names of Filing Persons) Common stoc |
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| August 26, 2019 |
VMW / VMWare, Inc. SC TO-C - - SC TO-C SC TO-C 1 d784967dsctoc.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CARBON BLACK, INC. (Issuer) (Name of Subject Company) CALISTOGA MERGER CORP. (Offeror) (Names of Filing Persons) VMWARE, INC. (Parent of Offeror) (Names of Filing Persons) Common stoc |
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| August 26, 2019 |
MATERIALS FOR CUSTOMER AND PARTNER QUESTIONS ON VMWARE’S ANNOUNCEMENT TO ACQUIRE CARBON BLACK EX-99.1 Exhibit 99.1 MATERIALS FOR CUSTOMER AND PARTNER QUESTIONS ON VMWARE’S ANNOUNCEMENT TO ACQUIRE CARBON BLACK On August 22, VMware announced a definitive agreement to acquire Carbon Black. As Michael said in his blog post, Pat Gelsinger sums it up best in his email to VMware team members: “Carbon Black enables VMware to take a huge step forward in delivering an enterprise-grade platform to pr |
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| August 23, 2019 |
EX-99.1 Exhibit 99.1 Carbon Black Town Hall Meeting – Overview and Suggested Talking Points 08/23/19; 9:00 – 10:00 a.m. ET Logistics: *** Leadership Participants: • Meeting Host: Patrick Morley, Carbon Black CEO • Carbon Black HR Lead: Sandra O’Sullivan, Chief People Officer • VMware COO, Customer Operations: Sanjay Poonen • VMware HR Lead: Rich Lang • Additional Carbon Black ELT attendees may inc |
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| August 23, 2019 |
Tweets, tweeted by VMware, dated August EX-99.2 Exhibit 99.2 Tweets, tweeted by VMware, dated August 22, 2019: 1. Today, $VMW announced it will acquire $PVTL. Positions VMware to deliver the most comprehensive enterprise-grade Kubernetes-based portfolio for Modern Applications. You can learn more about the transaction here: www.vmware.com/go/pivotal. 2. Today, $VMW announced it will acquire $CBLK. At close, the combined companies will c |
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| August 23, 2019 |
VMW / VMWare, Inc. SC TO-C - - SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CARBON BLACK, INC. (Issuer) (Name of Subject Company) CALISTOGA MERGER CORP. (Offeror) (Names of Filing Persons) VMWARE, INC. (Parent of Offeror) (Names of Filing Persons) Common stock, par value $0.001 per share (Title |
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| August 23, 2019 |
EX-99.6 Exhibit 99.6 Transaction Overview, posted to Investor Relations Page VMware Announces Agreements to Acquire Pivotal and Carbon Black ©2019 VMware, Inc.Exhibit 99.6 Transaction Overview, posted to Investor Relations Page VMware Announces Agreements to Acquire Pivotal and Carbon Black ©2019 VMware, Inc. Driving our customers’ digital transformation agenda build, run, manage, connect and prot |
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| August 23, 2019 |
EX-99.5 Exhibit 99.5 The following excerpted talking points related to the transaction were made available by VMware: Carbon Black Messaging • As enterprises increasingly become digital and deliver their apps from any cloud to any device, protection of enterprise apps, data and endpoints is a top priority for every company. • Cybersecurity and protection of enterprise workloads and clients is a pr |
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| August 23, 2019 |
The following blog post related to the transaction was made available to VMware employees: EX-99.2 Exhibit 99.2 The following blog post related to the transaction was made available to VMware employees: “VMware Announces Intent to Acquire Carbon Black – Accelerating VMware’s Vision for Intrinsic Security” By Tom Corn, senior vice president and general manager, Security Products, VMware http://www.blogs.vmware.com/security/2019/08/vmware-announces-intent-to-acquire-carbon-black.html By n |
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| August 23, 2019 |
Spokesperson FAQ – Intent to Acquire Carbon Black and Pivotal COMBINED STRATEGY / IMPACT EX-99.1 Exhibit 99.1 The following excerpted questions and answers regarding the transaction were made available to VMware employees, customers and others: August 22, 2019 Carbon Black and Pivotal Intent to Acquire Announcements VMware Spokesperson Talking Points Following are key talking points to deliver when speaking with stakeholders about VMware’s intent to acquire Carbon Black and Pivotal. P |
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| August 23, 2019 |
EX-99.7 VMW Q2 FY2020 Earnings Conference Call August 22, 2019 Exhibit 99.7 Second quarter Earnings Announcement Slides posted to Investor Relations Page (excerpts) Pat Gelsinger, CEO 3 Secular Enterprise Trends Strengthening Multi-cloud is the new model for Enterprise IT. Digital transformation driving accelerated pace of cloud native app development. Security has become a significant challenge a |
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| August 23, 2019 |
EX-99.3 4 d783230dex993.htm EX-99.3 Exhibit 99.3 The following blog post related to the transaction was made available to Dell employees: Today VMware announced definitive agreements to acquire Pivotal and Carbon Black. VMware is the leader in data center software. Pivotal is the leader in container-based cloud native application development. When you consider containers – specifically Kubernetes |
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| August 23, 2019 |
EX-99.4 Exhibit 99.4 The following emails related to the transaction were made available to employees of VMware: To: All VMware FTEs, AWFs & Interns/Co-ops Fr: Pat Gelsinger Da: Thursday, August 22, 2019; 1:20 p.m. PT Su: VMware Announces Intent to Acquire Pivotal and Carbon Black Team, I am very pleased to share that we made important announcements today regarding our intent to acquire two public |
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| August 23, 2019 |
The following is an excerpted transcript from VMware’s Q2 2019 earnings call: EX-99.8 Exhibit 99.8 The following is an excerpted transcript from VMware’s Q2 2019 earnings call: THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT VMW—Q2 2020 VMware Inc Earnings and Definitive Agreements to Acquire Carbon Black Inc along with Pivotal Software Inc Call EVENT DATE/TIME: AUGUST 22, 2019 / 8:30PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2019 Thomson Reuter |
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| August 23, 2019 |
VMW / VMWare, Inc. SC TO-C - - SC TO-C SC TO-C 1 d783230dsctoc.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CARBON BLACK, INC. (Issuer) (Name of Subject Company) CALISTOGA MERGER CORP. (Offeror) (Names of Filing Persons) VMWARE, INC. (Parent of Offeror) (Names of Filing Persons) Common stoc |
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| August 22, 2019 |
CBLK / Carbon Black, Inc. SC14D9C - - SC14D9C SC14D9C 1 a19-176343sc14d9c.htm SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Carbon Black, Inc. (Name of Subject Company) Carbon Black, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 14 |
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| August 22, 2019 |
CBLK / Carbon Black, Inc. SC14D9C - - SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Carbon Black, Inc. (Name of Subject Company) Carbon Black, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 14081R103 (CUSIP Number of Class of Securi |
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| August 22, 2019 |
Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER by and among VMWARE, INC. CALISTOGA MERGER CORP. and CARBON BLACK, INC. August 22, 2019 TABLE OF CONTENTS Page ARTICLE I THE MERGER TRANSACTIONS 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 6 1.4 Closing 7 1.5 Effective Time 7 1.6 Merger Without Meeting of Stockholders 7 1.7 Effects of the Merger 7 1.8 Certificate of Incorporation 7 |
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| August 22, 2019 |
Exhibit 99.1 VMware Enters Definitive Agreement to Acquire Carbon Black Combination creates highly differentiated, intrinsic security cloud that will protect workloads and clients through big data, behavioral analytics and AI $26 per share cash transaction, representing an Enterprise Value of $2.1 billion PALO ALTO, Calif., August 22, 2019 (GLOBE NEWSWIRE) — VMware, Inc. (NYSE: VMW), a leading inn |
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| August 22, 2019 |
Exhibit 10.1 TENDER AND SUPPORT AGREEMENT This Tender and Support Agreement is entered into as of August 22, 2019, by and among VMware, Inc., a Delaware corporation (“Parent”), Calistoga Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the Persons set forth on schedule A hereto (each, a “Stockholder”). As of the date hereof, each Stockholder is |
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| August 22, 2019 |
8-K 1 a19-1763418k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 22, 2019 CARBON BLACK, INC. (Exact name of registrant as specified in its charter) Delaware 001-38478 55-0810166 (State or Other Jurisdiction of Inco |
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| August 22, 2019 |
VMW / VMWare, Inc. SC TO-C - - 8-K SC TO-C 1 d793897d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 22, 2019 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction of Incorpor |
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| August 22, 2019 |
Press release of VMware, Inc. dated August 22, 2019. EX-99.1 Exhibit 99.1 VMware Enters Definitive Agreement to Acquire Carbon Black Combination creates highly differentiated, intrinsic security cloud that will protect workloads and clients through big data, behavioral analytics and AI $26 per share cash transaction, representing an Enterprise Value of $2.1 billion PALO ALTO, Calif., August 22, 2019 (GLOBE NEWSWIRE) – VMware, Inc. (NYSE: VMW), a lea |
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| August 22, 2019 |
Exhibit 10.1 TENDER AND SUPPORT AGREEMENT This Tender and Support Agreement is entered into as of August 22, 2019, by and among VMware, Inc., a Delaware corporation (“Parent”), Calistoga Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the Persons set forth on schedule A hereto (each, a “Stockholder”). As of the date hereof, each Stockholder is |
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| August 22, 2019 |
EX-2.1 Table of Contents Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER by and among VMWARE, INC. CALISTOGA MERGER CORP. and CARBON BLACK, INC. August 22, 2019 Table of Contents TABLE OF CONTENTS Page ARTICLE I THE MERGER TRANSACTIONS 2 1.1 The Offer 2 1.2 Company Actions 4 1.3 The Merger 5 1.4 Closing 5 1.5 Effective Time 5 1.6 Merger Without Meeting of Stockholders 5 1.7 Effects of the |
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| August 1, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2019 CARBON BLACK, INC. (Exact name of registrant as specified in its charter) Delaware 001-38478 55-0810166 (State or other jurisdiction of incorporation) (Commission File |
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| August 1, 2019 |
Exhibit 99.1 Carbon Black Announces Second Quarter 2019 Financial Results Total revenue of $60.9 million up 19% year-over-year Cloud revenue of $22.9 million up 68% year-over-year Cloud ARR surpasses $100 million, up 66% year-over-year WALTHAM, Mass. – August 1, 2019 - Carbon Black, Inc. (NASDAQ: CBLK), a leader in cloud-native endpoint protection, today announced its financial results for the sec |
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| August 1, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. |
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| July 22, 2019 |
CBLK / Carbon Black, Inc. / LIGHT STREET CAPITAL MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CARBON BLACK, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14081R103 (CUSIP Number) July 11, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| June 14, 2019 |
8-K 1 cblk-20190614x8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2019 CARBON BLACK, INC. (Exact name of registrant as specified in its charter) Delaware 001-38478 55-0810166 (State or other jurisdiction of incorp |
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| May 2, 2019 |
Exhibit 99.1 Carbon Black Announces First Quarter 2019 Financial Results • Total revenue of $58.6 million up 21% year-over-year • Cloud revenue of $21.0 million up 80% year-over-year WALTHAM, Mass. – May 2, 2019 - Carbon Black, Inc. (NASDAQ: CBLK), a leader in cloud endpoint protection, today announced its financial results for the first quarter ended March 31, 2019. “Carbon Black began 2019 with |
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| May 2, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2019 CARBON BLACK, INC. (Exact name of registrant as specified in its charter) Delaware 001-38478 55-0810166 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 2, 2019 |
10-Q 1 cblk-20190331x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number |
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| May 2, 2019 |
EX-10.1 2 cblk-20190331ex101189c78.htm EX-10.1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made between Carbon Black, Inc., (the “Company”), and Steve Webber (the “Executive”). Except with respect to the Employee Confidentiality, Assignment and Nonsolicitation Agreement with the Company (the “Restrictive Covenant Agreement”) between the Company and the Executiv |
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| May 2, 2019 |
EXHIBIT 10.2 TRANSITION AGREEMENT This Transition Agreement (the “Agreement”) is made between Carbon Black, Inc. (f/k/a Bit9, Inc., the “Company”) and Mark Sullivan (the “Executive”). The Company together with Executive shall be referred to as the “Parties.” WHEREAS, the Parties entered into an Employment Agreement dated January 1, 2016 (as amended by the Amendment to the Employment Agreement date |
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| April 29, 2019 |
CBLK / Carbon Black, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| April 29, 2019 |
CBLK / Carbon Black, Inc. DEF 14A DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 15, 2019 |
8-K/A 1 f8-ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2019 CARBON BLACK, INC. (Exact name of registrant as specified in its charter) Delaware 001-38478 55-0810166 (State or other j |
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| March 8, 2019 |
S-8 1 a19-60141s8.htm S-8 As filed with the Securities and Exchange Commission on March 8, 2019 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Carbon Black, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 55-0810166 (State or other jurisdiction of incorporation or organization) (I |
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| March 8, 2019 |
List of Subsidiaries of Carbon Black, Inc. Exhibit 21.1 Subsidiaries of Carbon Black, Inc. Carbon Black, LLC (Delaware, United States) Carbon Black U.K. Limited (United Kingdom) Carbon Black Federal, Inc. (Delaware, United States) Carbon Black Singapore PTE Ltd. (Singapore) Carbon Black Australia Pty Ltd. (Australia) Carbon Black Canada Ltd. (Canada) Carbon Black Japan KK (Japan) Carbon Black Malaysia SDN.BHD (Malaysia) Confer Technologies |
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| March 8, 2019 |
2018 Stock Option and Incentive Plan and forms of agreements thereunder. Exhibit 10.11 CARBON BLACK, INC. 2018 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Carbon Black, Inc. 2018 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Carbon Black, Inc. (the “Company”) and its Subsidiaries upon w |
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| March 8, 2019 |
CBLK / Carbon Black, Inc. 10-K (Annual Report) 10-K 1 cblk-20181231x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commiss |
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| February 20, 2019 |
Exhibit 99.1 Carbon Black Announces Fourth Quarter and Full Year Fiscal 2018 Financial Results Fourth Quarter 2018 Total Revenue of $56.9 million, up 27% Year-over-Year Fourth Quarter 2018 Subscription, License and Support Revenue of $54.4 million, up 31% Year-over-Year Fourth Quarter 2018 Recurring Revenue of $52.9 million, up 32% Year-over-Year Fourth Quarter 2018 Cloud Revenue of $18.8 million, |
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| February 20, 2019 |
8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2019 CARBON BLACK, INC. (Exact name of registrant as specified in its charter) Delaware 001-38478 55-0810166 (State or other jurisdiction of incorporat |
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| February 14, 2019 |
CBLK / Carbon Black, Inc. / Highland Capital Partners Vi Lp - SC 13G Passive Investment SC 13G 1 d695508dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CARBON BLACK, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14081R 103 (CUSIP Number) Carbon Black, Inc., 1100 Winter Street, Waltham, MA 02451 (Name, Address and Telephone |
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| February 14, 2019 |
CBLK / Carbon Black, Inc. / KLEINER PERKINS CAUFIELD & BYERS XII, LLC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Carbon Black, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 14081R103 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Stat |
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| February 14, 2019 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) EX-99.1 2 d695508dex991.htm EX-99.1 CUSIP No. 14081R 103 13G Page 22 of 24 Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Co |
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| February 14, 2019 |
CBLK / Carbon Black, Inc. / .406 Ventures Management, L.p. - SC 13G Passive Investment SC 13G 1 d706133dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Carbon Black, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 14081R 103 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the app |
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| February 11, 2019 |
CBLK / Carbon Black, Inc. / Atlas Venture Associates Vi, L.p. - SC 13G Passive Investment SC 13G 1 a19-41427sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Carbon Black, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 14081R103 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| February 6, 2019 |
Exhibit 99.1 Carbon Black Appoints Vanessa Pegueros to Board of Directors Pegueros brings technology leadership and business experience to the company Longtime board member and founder of Highland Capital Partners LLC, Paul Maeder, vacates seat WALTHAM, Mass. — February 6, 2019 ––Carbon Black (NASDAQ: CBLK), a leader in next-generation endpoint security delivered via the cloud, today announced tha |
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| February 6, 2019 |
8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2019 CARBON BLACK, INC. (Exact name of registrant as specified in its charter) Delaware 001‑38478 55‑0810166 (State or other jurisdiction of incorporati |
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| January 23, 2019 |
8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2019 CARBON BLACK, INC. (Exact name of registrant as specified in its charter) Delaware 001-38478 55-0810166 (State or other jurisdiction of incorporati |
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| December 17, 2018 |
Exhibit 99.1 Carbon Black Appoints Jill Ward to Board of Directors Ward is a seasoned technology executive with experience scaling SaaS businesses Longtime board member and Co-Founder of .406 Ventures, Maria Cirino, vacates seat WALTHAM, Mass. — December 17, 2018 ––Carbon Black (NASDAQ: CBLK), a leader in next-generation endpoint security delivered via the cloud, today announced that Jill Ward, a |
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| December 17, 2018 |
8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2018 CARBON BLACK, INC. (Exact name of registrant as specified in its charter) Delaware 001‑38478 55‑0810166 (State or other jurisdiction of incorporat |
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| November 1, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of earliest event reported: October 23, 2018 CARBON BLACK, INC. (Exact name of registrant as specified in its charter) Delaware 001-38478 55-0810166 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| October 25, 2018 |
8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2018 CARBON BLACK, INC. (Exact name of registrant as specified in its charter) Delaware 001-38478 55-0810166 (State or other jurisdiction of incorporati |
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| October 25, 2018 |
Exhibit 99.1 Carbon Black Announces Third Quarter 2018 Financial Results Third Quarter 2018 Total Revenue of $53.4 million, up 29% Year-over-Year Third Quarter 2018 Recurring Revenue of $49.3 million, up 34% Year-over-Year Third Quarter 2018 Cloud Revenue of $16.1 million, up 126% Year-over-Year Ended the quarter with 4,625 total customers, including 2,450 cloud customers Waltham, Mass. – October |
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| October 25, 2018 |
CBLK / Carbon Black, Inc. 10-Q (Quarterly Report) 10-Q 1 cblk-20180930x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri |
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| August 7, 2018 |
Exhibit 99.1 Carbon Black Announces Second Quarter 2018 Financial Results Second Quarter 2018 Total Revenue of $51.0 million, up 32% Year-over-Year Second Quarter 2018 Cloud Revenue of $13.7 million, up 146% Year-over-Year Ended the quarter with 4,308 total customers, including 2,157 cloud customers Waltham, Mass. – August 7, 2018 - Carbon Black, Inc. (NASDAQ: CBLK), a leader in next-generation en |
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| August 7, 2018 |
8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2018 CARBON BLACK, INC. (Exact name of registrant as specified in its charter) Delaware 001-38478 55-0810166 (State or other jurisdiction of incorporation |
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| August 7, 2018 |
CBLK / Carbon Black, Inc. 10-Q (Quarterly Report) 10-Q 1 cblk-20180630x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr |
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| June 7, 2018 |
8-K 1 a18-1431938k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2018 Carbon Black, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38478 55-0810166 (State or other jurisdiction of incorpo |
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| June 7, 2018 |
Exhibit 99.1 Carbon Black Announces First Quarter 2018 Financial Results First Quarter 2018 Total Revenue of $48.4 million, up 35% Year-over-Year First Quarter 2018 Cloud Revenue of $11.7 million, up 195% Year-over-Year Ended the quarter with 4,006 total customers, including 1,870 cloud customers Waltham, Mass. - June 7, 2018 - Carbon Black, Inc. (NASDAQ: CBLK), a leader in next-generation endpoin |
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| June 7, 2018 |
ASC 606 Investor Deck (unaudited) Exhibit 99.2 ASC 606 Investor Deck (unaudited) ASC 606 Adoption Summary Adoption Date: January 1, 2018 Adoption Method: Full retrospective adoption (FY16 and FY17 restated) Revenue Impact: Minimal impact as a vast majority of our revenue remains ratable under our subscription model Operating Expense Impact: Incremental costs to obtain customer contracts (primarily commissions) amortized over a per |
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| June 7, 2018 |
CBLK / Carbon Black, Inc. 10-Q (Quarterly Report) 10-Q 1 a18-14319110q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from |
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| May 8, 2018 |
S-8 1 a18-130151s8.htm S-8 As filed with the Securities and Exchange Commission on May 8, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Carbon Black, Inc. (Exact name of registrant as specified in its charter) Delaware 55-0810166 (State or other jurisdiction of incorporation or org |
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| May 4, 2018 |
Filed Pursuant to Rule 424(b)(4) Registration No. 333-224196 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. |
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| May 2, 2018 |
CBLK / Carbon Black, Inc. S-1/A Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on May 2, 2018. |
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| May 1, 2018 |
CBLK / Carbon Black, Inc. CORRESP CORRESP 1 filename1.htm Carbon Black, Inc. 1100 Winter Street Waltham, Massachusetts 02451 VIA EDGAR May 1, 2018 United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Re: Carbon Black, Inc. Registration Statement on Form S-1 File No. 333-224196 Dear Ms. Jacobs: Pursuant to Rule 461 unde |
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| May 1, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Carbon Black, Inc. (Exact name of registrant as specified in its charter) Delaware 55-0810166 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1100 Winter Street Waltha |
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| May 1, 2018 |
CBLK / Carbon Black, Inc. CORRESP CORRESP 1 filename1.htm May 1, 2018 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Re: Carbon Black, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-224196 Dear Ms. Jacobs: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act” |
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| April 23, 2018 |
Form of Common Stock Certificate of the Registrant (3) Exhibit 4.1 COMMON STOCK COMMON STOCK SHARES CB Carbon Black, Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 981558 10 9 THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF Carbon Black, Inc. (hereinafter called the ?Company?), transferable on the books of the Company in person |
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| April 23, 2018 |
2018 Stock Option and Incentive Plan and forms of agreements thereunder. Exhibit 10.11 CARBON BLACK, INC. 2018 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Carbon Black, Inc. 2018 Stock Option and Incentive Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Carbon Black, Inc. (the ?Company?) and its Subsidiaries upon w |
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| April 23, 2018 |
As filed with the Securities and Exchange Commission on April 23, 2018. Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on April 23, 2018. |
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| April 23, 2018 |
Non-Employee Director Compensation Policy. EX-10.14 12 a2235264zex-1014.htm EX-10.14 Exhibit 10.14 CARBON BLACK, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Director Compensation Policy of Carbon Black, Inc. (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its sub |
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| April 23, 2018 |
2018 Employee Stock Purchase Plan. EX-10.13 11 a2235264zex-1013.htm EX-10.13 Exhibit 10.13 CARBON BLACK, INC. 2018 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Carbon Black, Inc. 2018 Employee Stock Purchase Plan (“the Plan”) is to provide eligible employees of Carbon Black, Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par valu |
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| April 23, 2018 |
Eighth Amended and Restated Certificate of Incorporation (as amended and currently in effect). Exhibit 3.1 EXECUTION VERSION EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIT9, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Bit9, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That the |
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| April 23, 2018 |
Third Amended and Restated By-laws (2) EX-3.4 5 a2235264zex-34.htm EX-3.4 Exhibit 3.4 THIRD AMENDED AND RESTATED BY-LAWS OF CARBON BLACK, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Direc |
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| April 23, 2018 |
Form of Underwriting Agreement. EX-1.1 2 a2235264zex-11.htm EX-1.1 Exhibit 1.1 [ · ] Shares CARBON BLACK, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT [ · ], 2018 [ · ], 2018 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC As representatives of the several Underwriters named in Schedule I hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 J.P. Morgan Securities LLC 383 Madison |
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| April 23, 2018 |
Ninth Amended and Restated Certificate of Incorporation (1) EX-3.2 4 a2235264zex-32.htm EX-3.2 Exhibit 3.2 NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARBON BLACK, INC. Carbon Black, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Carbon Black, Inc. The date of the filing of its original Certificate of Incorporation with th |
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| April 23, 2018 |
Exhibit 10.5 FORM OF OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of by and between Carbon Black, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Indemnitee to p |
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| April 23, 2018 |
Senior Executive Cash Incentive Bonus Plan. Exhibit 10.12 CARBON BLACK, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN I. Purpose This Senior Executive Cash Incentive Bonus Plan (the ?Incentive Plan?) is intended to provide an incentive for superior work and to motivate eligible executives of Carbon Black, Inc. and its subsidiaries (together, the ?Company?) toward even higher achievement and business results, to tie their goals and interes |
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| April 12, 2018 |
CBLK / Carbon Black, Inc. CORRESP CORRESP 1 filename1.htm Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 CONFIDENTIAL TREATMENT REQUESTED BY CARBON BLACK, INC. CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN T |
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| April 9, 2018 |
Form of Series B Preferred Stock Warrant. EX-4.6 8 a2235165zex-46.htm EX-4.6 Exhibit 4.6 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SU |
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| April 9, 2018 |
Eighth Amended and Restated Investor Rights Agreement, dated September 30, 2015. Exhibit 4.2 EXECUTION VERSION EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the ?Agreement?) is made as of the 30th day of September, 2015, by and among Bit9, Inc., a Delaware corporation (the ?Company?), each of the investors listed on Schedule A hereto (each an ?Investor? and collectively, the ?Investors?, which terms shall also |
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| April 9, 2018 |
Eighth Amended and Restated Certificate of Incorporation (as amended and currently in effect). Exhibit 3.1 EXECUTION VERSION EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIT9, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Bit9, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That the |
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| April 9, 2018 |
Exhibit 10.3 DATED 12 June 2017 (1) BOULTBEE BROOKS (READING) LIMITED (2) CARBON BLACK U.K. LIMITED (3) CARBON BLACK, INC. LEASE of Part 1st Floor (North), The White Building, 33 Kings Road, Reading RG1 3AR 12th Floor 6 New Street Square London EC4A 3BF DX 63 London Chancery Lane Tel: 020 7659 7660 Fax: 020 7659 7661 CONTENTS 1 DEFINITIONS AND INTERPRETATION 7 2 GRANT 13 3 ANCILLARY RIGHTS 14 4 RI |
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| April 9, 2018 |
Power of Attorney (included on signature page). S-1 1 a2235165zs-1.htm S-1 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on April 9, 2018. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Carbon Black, Inc |
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| April 9, 2018 |
Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| April 9, 2018 |
Exhibit 10.16 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made as of July 12, 2017 between Carbon Black, Inc., (the ?Company?), and Thomas Neergaard Hansen (the ?Executive?). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated June 13, 2017 (the ?Restrictive Covenant Agreements?) between the Company a |
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| April 9, 2018 |
Exhibit 10.1 BAY COLONY CORPORATE CENTER 1100 WINTER STREET WALTHAM, MASSACHUSETTS Lease Dated December 9th, 2014 (?Execution Date?) THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the ?Building?) known as, and with an address at, 1100 Winter Street, Waltham, Massachusetts 02451. The |
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| April 9, 2018 |
Lease Agreement, between Registrant and 1433 Pearl Street Mall LLC, dated as of February 21, 2018. Exhibit 10.4 OFFICE LEASE 1433 PEARL STREET MALL LLC ?LANDLORD? WITH CARBON BLACK, INC. ?TENANT? BUILDING: 1433 PEARL STREET BUILDING SUITE: 200 and 300 DATED: FEBRUARY 21, 2018 Table Of Contents Page SECTION 1: BASIC PROVISIONS 1 SECTION 2: PREMISES AND PREPARATION OF PREMISES 2 SECTION 3: TERM AND COMMENCEMENT 3 SECTION 4: BASE RENT AND ADDITIONAL RENT 3 SECTION 5: QUIET ENJOYMENT 6 SECTION 6: U |
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| April 9, 2018 |
Exhibit 10.15 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made as of January 1, 2016 between Bit9, Inc., (the ?Company?), and Patrick Morley (the ?Executive?). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated February 11, 2013 (the ?Restrictive Covenant Agreement?) between the Company and the Execu |
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| April 9, 2018 |
Amended and Restated Equity Incentive Plan and forms of agreements thereunder. Exhibit 10.7 CARBON BLACK, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN (formerly, the Stock Incentive Plan) 1. Purpose and Eligibility. The purpose of this Equity Incentive Plan (the ?Plan?) of Carbon Black, Inc., a Delaware corporation (the ?Company?) is to provide stock options, stock issuances and other equity interests in the Company (each, an ?Award?) to (a) employees, officers, directors |
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| April 9, 2018 |
2012 Stock Option and Grant Plan and forms of agreements thereunder. Exhibit 10.6 CARBON BLACK, INC. 2012 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Carbon Black, Inc. 2012 Stock Option and Grant Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Carbon Black, Inc., a Delaware corporation (including any success |
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| April 9, 2018 |
Form of Series D Preferred Stock Warrant. Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| April 9, 2018 |
Exhibit 4.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES L |
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| April 9, 2018 |
EXHIBIT 10.20 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of March 21, 2017 (the ?Effective Date?) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (?Bank?), and CARBON BLACK, INC., f/k/a Bit9, Inc., a Delawa |
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| April 9, 2018 |
Exhibit 99.1 Consent of MRG Effitas Ltd. We hereby consent to the use of our name and our efficacy assessment report in the Registration Statement on Form S-1 (together with any amendments or supplements thereto) to be filed by Carbon Black, Inc. a Delaware corporation, and in the prospectus contained therein. Dated: March 3rd, 2018 MRG EFFITAS LTD. By: /s/ Sveta Miladinov Name: Sveta Miladinov Ti |
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| April 9, 2018 |
Confer Technologies, Inc. 2013 Stock Plan and forms of agreement thereunder. Exhibit 10.10 CONFER TECHNOLOGIES, INC. 2013 STOCK PLAN ADOPTED ON JUNE 20, 2013 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. ADMINISTRATION 1 (a) Committees of the Board of Directors 1 (b) Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY 1 (a) General Rule 1 (b) Ten-Percent Stockholders 1 SECTION 4. STOCK SUBJECT TO PLAN 2 (a) Basic Limitation 2 (b) Additio |
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| April 9, 2018 |
EX-10.18 21 a2235165zex-1018.htm EX-10.18 Exhibit 10.18 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made as January 1, 2016 between Bit9, Inc., (the “Company”), and Mark Sullivan (the “Executive”). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated September 1, 2015 (the “Restrictive Covenant Agreeme |
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| April 9, 2018 |
EX-10.2 10 a2235165zex-102.htm EX-10.2 Exhibit 10.2 LEASE AGREEMENT BY AND BETWEEN 201 SOUTH STREET OWNER LLC AND CARBON BLACK, INC. 201-207 SOUTH STREET, BOSTON, MASSACHUSETTS Date: TABLE OF CONTENTS ARTICLE 1 Basic Lease Information 4 ARTICLE 2 Demise 5 ARTICLE 3 Term 6 ARTICLE 4 Rent 7 ARTICLE 5 Use 7 ARTICLE 6 Improvements, Alterations And Fixtures 8 ARTICLE 7 Repairs 10 ARTICLE 8 Laws, Ordina |
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| April 9, 2018 |
CBLK / Carbon Black, Inc. CORRESP CORRESP 1 filename1.htm April 9, 2018 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F. Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Re: Carbon Black, Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted March 16, 2018 File No. 377-01883 Dear Ms. Jacobs: This letter is confi |
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| April 9, 2018 |
Employment Agreement, between the Registrant and Ryan Polk, dated as of January 1, 2017, as amended. Exhibit 10.17 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made on January 1, 2017 between Carbon Black, Inc., (the ?Company?), and Ryan Polk (the ?Executive?). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated December 2, 2016 (the ?Restrictive Covenant Agreement?) between the Company and the Execut |
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| April 9, 2018 |
List of subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of Carbon Black, Inc. Carbon Black, LLC (Delaware, United States) Carbon Black U.K. Limited (United Kingdom) Carbon Black Federal, Inc. (Delaware, United States) Carbon Black Singapore PTE Ltd. (Singapore) Carbon Black Australia Pty Ltd. (Australia) Carbon Black Canada Ltd. (Canada) Carbon Black Japan KK (Japan) Carbon Black Malaysia SDN.BHD (Malaysia) Confer Technologies |
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| April 9, 2018 |
Amended and Restated 2010 Series A Option Plan and forms of agreements thereunder. Exhibit 10.8 CARBON BLACK, INC. AMENDED AND RESTATED 2010 SERIES A OPTION PLAN 1. Purpose and Eligibility. The purpose of this Amended and Restated 2010 Series A Option Plan (the ?Plan?) of Carbon Black, Inc. a Delaware corporation (the ?Company?) is to provide the ability to grant options (each, an ?Award?) to purchase shares of the Company?s Series A Redeemable Preferred Stock, $0.001 par value |
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| April 9, 2018 |
EX-10.9 16 a2235165zex-109.htm EX-10.9 Exhibit 10.9 CARBON BLACK, INC. AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN Enacted January 1, 2012 Amended and Restated November 1, 2012 1. Establishment, Purpose and Types of Awards Carbon Black, Inc. a Delaware corporation (the “Company”), hereby establishes the Carbon Black, Inc. AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN (the “Plan”). The purpos |
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| April 9, 2018 |
Exhibit 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made as of January 1, 2016 between Bit9, Inc., (the ?Company?), and Michael Viscuso (the ?Executive?). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated February 7, 2014 and any Invention Agreements/Restrictive Covenant Agreements that the Ex |
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| April 9, 2018 |
Second Amended and Restated By-laws (as currently in effect). Exhibit 3.3 SECOND AMENDED AND RESTATED BY-LAWS OF CARBON BLACK, INC. SECOND AMENDED AND RESTATED BY-LAWS TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings 3 1.11 Action without Meeting |
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| March 16, 2018 |
Exhibit 10.16 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made as of July 12, 2017 between Carbon Black, Inc., (the ?Company?), and Thomas Neergaard Hansen (the ?Executive?). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated June 13, 2017 (the ?Restrictive Covenant Agreements?) between the Company a |
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| March 16, 2018 |
Exhibit 10.4 OFFICE LEASE 1433 PEARL STREET MALL LLC ?LANDLORD? WITH CARBON BLACK, INC. ?TENANT? BUILDING: 1433 PEARL STREET BUILDING SUITE: 200 and 300 DATED: FEBRUARY 21, 2018 Table Of Contents Page SECTION 1: BASIC PROVISIONS 1 SECTION 2: PREMISES AND PREPARATION OF PREMISES 2 SECTION 3: TERM AND COMMENCEMENT 3 SECTION 4: BASE RENT AND ADDITIONAL RENT 3 SECTION 5: QUIET ENJOYMENT 6 SECTION 6: U |
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| March 16, 2018 |
Exhibit 10.18 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made as January 1, 2016 between Bit9, Inc., (the ?Company?), and Mark Sullivan (the ?Executive?). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated September 1, 2015 (the ?Restrictive Covenant Agreement?) between the Company and the Executive |
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| March 16, 2018 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 16, 2018. |
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| March 16, 2018 |
CBLK / Carbon Black, Inc. DRSLTR March 16, 2018 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F. |
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| March 16, 2018 |
Exhibit 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made as of January 1, 2016 between Bit9, Inc., (the ?Company?), and Michael Viscuso (the ?Executive?). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated February 7, 2014 and any Invention Agreements/Restrictive Covenant Agreements that the Ex |
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| March 16, 2018 |
Exhibit 99.1 Consent of MRG Effitas Ltd. We hereby consent to the use of our name and our efficacy assessment report in the Registration Statement on Form S-1 (together with any amendments or supplements thereto) to be filed by Carbon Black, Inc. a Delaware corporation, and in the prospectus contained therein. Dated: March 3rd, 2018 MRG EFFITAS LTD. By: /s/ Sveta Miladinov Name: Sveta Miladinov Ti |
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| March 16, 2018 |
Exhibit 10.17 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made on January 1, 2017 between Carbon Black, Inc., (the ?Company?), and Ryan Polk (the ?Executive?). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated December 2, 2016 (the ?Restrictive Covenant Agreement?) between the Company and the Execut |
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| March 16, 2018 |
Exhibit 10.15 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made as of January 1, 2016 between Bit9, Inc., (the ?Company?), and Patrick Morley (the ?Executive?). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated February 11, 2013 (the ?Restrictive Covenant Agreement?) between the Company and the Execu |
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| February 22, 2018 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 22, 2018. |
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| February 22, 2018 |
CBLK / Carbon Black, Inc. DRSLTR February 22, 2018 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F. |
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| January 11, 2018 |
EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT EX-4.2 4 filename4.htm Exhibit 4.2 EXECUTION VERSION EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of the 30th day of September, 2015, by and among Bit9, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (each an “Investor” and collectively, the “Investors”, |
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| January 11, 2018 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 11, 2018. |
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| January 11, 2018 |
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT EXHIBIT 10.17 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 21, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and CARBON BLACK, INC., f/k/a Bit9, Inc., a Delawa |
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| January 11, 2018 |
CARBON BLACK, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN (formerly, the Stock Incentive Plan) Exhibit 10.6 CARBON BLACK, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN (formerly, the Stock Incentive Plan) 1. Purpose and Eligibility. The purpose of this Equity Incentive Plan (the “Plan”) of Carbon Black, Inc., a Delaware corporation (the “Company”) is to provide stock options, stock issuances and other equity interests in the Company (each, an “Award”) to (a) employees, officers, directors |
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| January 11, 2018 |
Subsidiaries of Carbon Black, Inc. EX-21.1 18 filename18.htm Exhibit 21.1 Subsidiaries of Carbon Black, Inc. Carbon Black, LLC (Delaware, United States) Carbon Black U.K. Limited (United Kingdom) Carbon Black Federal, Inc. (Delaware, United States) Carbon Black Singapore PTE Ltd. (Singapore) Carbon Black Australia Pty Ltd. (Australia) Carbon Black Canada Ltd. (Canada) Carbon Black Japan KK (Japan) Carbon Black Malaysia SDN.BHD (Mal |
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| January 11, 2018 |
Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| January 11, 2018 |
Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| January 11, 2018 |
Exhibit 10.8 CARBON BLACK, INC. AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN Enacted January 1, 2012 Amended and Restated November 1, 2012 1. Establishment, Purpose and Types of Awards Carbon Black, Inc. a Delaware corporation (the “Company”), hereby establishes the Carbon Black, Inc. AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN (the “Plan”). The purpose of the Plan is to promote the long-te |
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| January 11, 2018 |
EX-3.1 2 filename2.htm Exhibit 3.1 EXECUTION VERSION EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIT9, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Bit9, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HERE |
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| January 11, 2018 |
Exhibit 10.1 BAY COLONY CORPORATE CENTER 1100 WINTER STREET WALTHAM, MASSACHUSETTS Lease Dated December 9th, 2014 (“Execution Date”) THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 1100 Winter Street, Waltham, Massachusetts 02451. The |
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| January 11, 2018 |
WARRANT TO PURCHASE COMMON STOCK BIT9, INC. Exhibit 4.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES L |
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| January 11, 2018 |
SECOND AMENDED AND RESTATED BY-LAWS CARBON BLACK, INC. EX-3.3 3 filename3.htm Exhibit 3.3 SECOND AMENDED AND RESTATED BY-LAWS OF CARBON BLACK, INC. SECOND AMENDED AND RESTATED BY-LAWS TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings 3 1.11 |
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| January 11, 2018 |
EX-10.3 11 filename11.htm Exhibit 10.3 DATED 12 June 2017 (1) BOULTBEE BROOKS (READING) LIMITED (2) CARBON BLACK U.K. LIMITED (3) CARBON BLACK, INC. LEASE of Part 1st Floor (North), The White Building, 33 Kings Road, Reading RG1 3AR 12th Floor 6 New Street Square London EC4A 3BF DX 63 London Chancery Lane Tel: 020 7659 7660 Fax: 020 7659 7661 CONTENTS 1 DEFINITIONS AND INTERPRETATION 7 2 GRANT 13 |
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| January 11, 2018 |
PREFERRED STOCK PURCHASE WARRANT Exhibit 4.6 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAIL |
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| January 11, 2018 |
CARBON BLACK, INC. AMENDED AND RESTATED 2010 SERIES A OPTION PLAN Exhibit 10.7 CARBON BLACK, INC. AMENDED AND RESTATED 2010 SERIES A OPTION PLAN 1. Purpose and Eligibility. The purpose of this Amended and Restated 2010 Series A Option Plan (the “Plan”) of Carbon Black, Inc. a Delaware corporation (the “Company”) is to provide the ability to grant options (each, an “Award”) to purchase shares of the Company’s Series A Redeemable Preferred Stock, $0.001 par value |
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| January 11, 2018 |
CARBON BLACK, INC. 2012 STOCK OPTION AND GRANT PLAN Exhibit 10.5 CARBON BLACK, INC. 2012 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Carbon Black, Inc. 2012 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Carbon Black, Inc., a Delaware corporation (including any success |
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| January 11, 2018 |
CONFER TECHNOLOGIES, INC. 2013 STOCK PLAN ADOPTED ON JUNE 20, 2013 Exhibit 10.9 CONFER TECHNOLOGIES, INC. 2013 STOCK PLAN ADOPTED ON JUNE 20, 2013 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. ADMINISTRATION 1 (a) Committees of the Board of Directors 1 (b) Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY 1 (a) General Rule 1 (b) Ten-Percent Stockholders 1 SECTION 4. STOCK SUBJECT TO PLAN 2 (a) Basic Limitation 2 (b) Addition |
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| January 11, 2018 |
Exhibit 10.2 LEASE AGREEMENT BY AND BETWEEN 201 SOUTH STREET OWNER LLC AND CARBON BLACK, INC. 201-207 SOUTH STREET, BOSTON, MASSACHUSETTS Date: TABLE OF CONTENTS ARTICLE 1 Basic Lease Information 4 ARTICLE 2 Demise 5 ARTICLE 3 Term 6 ARTICLE 4 Rent 7 ARTICLE 5 Use 7 ARTICLE 6 Improvements, Alterations And Fixtures 8 ARTICLE 7 Repairs 10 ARTICLE 8 Laws, Ordinances, Requirements for Public Authoriti |
