Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
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.
|
|
NAMES OF
REPORTING PERSONS
Partech U.S. Partners IV, L.L.C.
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES (see instructions) ☐
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
OO
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF
REPORTING PERSONS
Partech International Growth Capital I LLC
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES (see instructions) ☐
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
OO
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|
|
|
|
|
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|
1.
|
|
NAMES OF
REPORTING PERSONS
Partech International Growth Capital II LLC
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES (see instructions) ☐
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
OO
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF
REPORTING PERSONS
Partech International Growth Capital III LLC
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES (see instructions) ☐
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
OO
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF
REPORTING PERSONS
AXA Growth Capital II LP
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Bermuda
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES (see instructions) ☐
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF
REPORTING PERSONS
45
th
Parallel
LLC
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES (see instructions) ☐
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
OO
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF
REPORTING PERSONS
PAR SF II, L.L.C.
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES (see instructions) ☐
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
OO
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF
REPORTING PERSONS
46
th
Parallel
LLC
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES (see instructions) ☐
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
OO
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF
REPORTING PERSONS
47
th
Parallel
LLC
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES (see instructions) ☐
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
OO
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF
REPORTING PERSONS
48
th
Parallel
LLC
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES (see instructions) ☐
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
OO
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF
REPORTING PERSONS
Vincent R. Worms
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES (see instructions) ☐
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
IN
|
Item 1(a).
|
Name of Issuer:
|
Five9, Inc.
Item 1(b).
|
Address of Issuers Principal Executive Offices:
|
Bishop Ranch 8
4000 Executive Parkway, Suite 400
San Ramon, California 94583
Item 2(a).
|
Name of Person Filing:
|
Partech U.S. Partners IV, L.L.C. (Partech US)
Partech International Growth Capital I LLC (Partech I)
Partech International Growth Capital II LLC (Partech II)
Partech International Growth Capital III LLC (Partech III)
AXA Growth Capital II LP (AXA)
45
th
Parallel LLC (45
th
Parallel)
46
th
Parallel LLC (46
th
Parallel)
47
th
Parallel LLC
(47
th
Parallel)
48
th
Parallel LLC (48
th
Parallel)
PAR SF II, L.L.C. (PAR SF)
Vincent R. Worms
The reporting
persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)-3 of the Securities and Exchange Act of 1934, as amended (the Exchange Act). The joint
filing agreement among the reporting persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1.
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
The principal office for
Partech I, Partech II, Partech III and 46
th
Parallel is:
Ugland House
South Church Street
Georgetown,
Grand Cayman, Cayman Islands
The principal office for AXA is:
Clarendon House
2 Church Street
PO Box HM 666
Hamilton,
Bermuda HM CX
The principal business address of the other reporting persons is:
200 California Street, Suite 500
San Francisco, California 94111
|
|
|
|
|
Partech US
|
|
|
|
Delaware limited liability company
|
Partech I
|
|
|
|
Cayman Island company limited by guarantee
|
Partech II
|
|
|
|
Cayman Island company limited by guarantee
|
Partech III
|
|
|
|
Cayman Island company limited by guarantee
|
AXA
|
|
|
|
Bermuda limited partnership
|
45
th
Parallel
|
|
|
|
Delaware limited liability company
|
46
th
Parallel
|
|
|
|
Cayman Island company limited by guarantee
|
47
th
Parallel
|
|
|
|
Delaware limited liability company
|
48
th
Parallel
|
|
|
|
Delaware limited liability company
|
PAR SF
|
|
|
|
Delaware limited liability company
|
Vincent R. Worms
|
|
Citizen of the United States of America
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock
338307101
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
(a) Amount beneficially owned
Partech US is the recordholder of 0 shares of Common Stock of the Issuer as of December 31, 2016. 47th Parallel, the managing member of
Partech US, and Mr. Worms, the managing member of 47
th
Parallel, may be deemed to hold sole voting and dispositive power over the shares held by Partech US.
Partech I is the recordholder of 0 shares of Common Stock of the Issuer as of December 31, 2016. 46th Parallel, the managing member of
Partech I, 45
th
Parallel, the managing member of 46
th
Parallel, and Mr. Worms, the managing member of 45th Parallel, may be deemed to hold
sole voting and dispositive power over the shares held by Partech I.
Partech II is the recordholder of 0 shares of Common Stock of the
Issuer as of December 31, 2016. 46th Parallel, the managing member of Partech II, 45
th
Parallel, the managing member of 46
th
Parallel, and
Mr. Worms, the managing member of 45th Parallel, may be deemed to hold sole voting and dispositive power over the shares held by Partech II.
Partech III is the recordholder of 0 shares of Common Stock of the Issuer as of December 31,
2016. 46th Parallel, the managing member of Partech I, 45
th
Parallel, the managing member of 46
th
Parallel, and Mr. Worms, the managing
member of 45th Parallel, may be deemed to hold sole voting and dispositive power over the shares held by Partech III.
AXA is the
recordholder of 0 shares of Common Stock of the Issuer as of December 31, 2016. 48th Parallel, the managing member of AXA, and Mr. Worms, the managing member of 48th Parallel, may be deemed to hold sole voting and dispositive power over
the shares held by AXA.
Par SF is the recordholder of 0 shares of Common Stock of the Issuer as of December 31, 2016.
Mr. Worms, the managing member of Par SF, may be deemed to hold sole voting and dispositive power over the shares held by Par SF.
45
th
Parallel is the recordholder of 0 shares of Common Stock of the Issuer as of December 31, 2016. Mr. Worms, the managing member of 45
th
Parallel, may be deemed to hold sole voting and dispositive power over the shares held by 45
th
Parallel.
(b) Percent of class:
|
|
|
|
|
Partech US
|
|
|
|
0%
|
Partech I
|
|
|
|
0%
|
Partech II
|
|
|
|
0%
|
Partech III
|
|
|
|
0%
|
AXA
|
|
|
|
0%
|
45
th
Parallel
|
|
|
|
0%
|
46
th
Parallel
|
|
|
|
0%
|
47
th
Parallel
|
|
|
|
0%
|
48
th
Parallel
|
|
|
|
0%
|
PAR SF
|
|
|
|
0%
|
Vincent R. Worms
|
|
0%
|
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
|
|
|
|
|
Partech US
|
|
|
|
0
|
Partech I
|
|
|
|
0
|
Partech II
|
|
|
|
0
|
Partech III
|
|
|
|
0
|
AXA
|
|
|
|
0
|
45
th
Parallel
|
|
|
|
0
|
46
th
Parallel
|
|
|
|
0
|
47
th
Parallel
|
|
|
|
0
|
48
th
Parallel
|
|
|
|
0
|
PAR SF
|
|
|
|
0
|
Vincent R. Worms
|
|
0
|
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
|
|
|
|
|
Partech US
|
|
|
|
0
|
Partech I
|
|
|
|
0
|
Partech II
|
|
|
|
0
|
Partech III
|
|
|
|
0
|
AXA
|
|
|
|
0
|
45
th
Parallel
|
|
|
|
0
|
46
th
Parallel
|
|
|
|
0
|
47
th
Parallel
|
|
|
|
0
|
48
th
Parallel
|
|
|
|
0
|
PAR SF
|
|
|
|
0
|
Vincent R. Worms
|
|
0
|
(iv) Shared power to dispose or to direct the disposition of: 0
The filing of this Schedule 13G shall not be construed as an admission that the reporting person is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any of the shares reported herein. The reporting persons specifically disclaim beneficial ownership of the shares reported herein that are not directly owned by such reporting persons, except
to the extent of any 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 as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
See 4(a) and 4(b)
above.
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
Not applicable.
Item 8.
|
Identification and Classification of Members of the Group.
|
See Exhibit 99.1.
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
Not applicable.
SIGNATURE
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: January 17, 2017
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Partech U.S. Partners IV LLC
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By 47
th
Parallel LLC, its Managing Member
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/s/ Vincent R. Worms
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Name: Vincent R. Worms
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Title: Managing Member
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Partech International Growth Capital I LLC
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By 46
th
Parallel LLC, its Managing Member
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By 45
th
Parallel LLC, its Managing Member
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/s/ Vincent R. Worms
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Name: Vincent R. Worms
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Title: Managing Member
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Partech International Growth Capital II LLC
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By 46
th
Parallel LLC, its Managing Member
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By 45
th
Parallel LLC, its Managing Member
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/s/ Vincent R. Worms
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Name: Vincent R. Worms
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Title: Managing Member
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Partech International Growth Capital III LLC
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By 46
th
Parallel LLC, its Managing Member
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By 45
th
Parallel LLC, its Managing Member
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/s/ Vincent R. Worms
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Name: Vincent R. Worms
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Title: Managing Member
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AXA Growth Capital II LP
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By 48
th
Parallel LLC, its Investment General Partner
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/s/ Vincent R. Worms
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Name: Vincent R. Worms
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Title: Managing Member
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45
th
Parallel LLC
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/s/ Vincent R. Worms
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Name: Vincent R. Worms
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Title: Managing Member
|
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46
th
Parallel LLC
|
By 45
th
Parallel LLC, its Managing Member
|
|
/s/ Vincent R. Worms
|
Name: Vincent R. Worms
|
Title: Managing Member
|
|
47
th
Parallel LLC
|
|
/s/ Vincent R. Worms
|
Name: Vincent R. Worms
|
Title: Managing Member
|
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48
th
Parallel LLC
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/s/ Vincent R. Worms
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Name: Vincent R. Worms
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Title: Managing Member
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PAR SF II, LLC
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/s/ Vincent R. Worms
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Name: Vincent R. Worms
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Title: Sole Member
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By:
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/s/ Vincent R. Worms
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Name: Vincent R. Worms
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