SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

SUMO LOGIC, INC.

(Name of issuer)

Common Stock, $0.0001 par value per share

(Title of class of securities)

86646P103

(CUSIP number)

December 31, 2020

(Date of event which requires filing of this statement)

 

 

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

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


SCHEDULE 13G

 

CUSIP No. 86646P103    Page 2 of 13 Pages

 

  (1)    

  Names of reporting persons

 

  Greylock XIII Limited Partnership

  (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

 

  16,919,622 (1)

   (7)   

  Sole dispositive power

 

  0

   (8)   

  Shared dispositive power

 

  16,919,622 (1)

  (9)    

  Aggregate amount beneficially owned by each reporting person

 

  16,919,622 (1)

(10)  

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ☐

 

(11)  

  Percent of class represented by amount in Row (9)

 

  16.54% (2)

(12)  

  Type of reporting person (see instructions)

 

  PN

 

(1)

Represents 16,919,622 shares of Common Stock held directly by Greylock XIII Limited Partnership.

(2)

The percent of class was calculated based on 102,318,468 shares of Common Stock outstanding as of November 30, 2020 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 8, 2020).


SCHEDULE 13G

 

CUSIP No. 86646P103    Page 3 of 13 Pages

 

  (1)    

  Names of reporting persons

 

  Greylock XIII-A Limited Partnership

  (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

 

  1,523,268 (1)

   (7)   

  Sole dispositive power

 

  0

   (8)   

  Shared dispositive power

 

  1,523,268 (1)

  (9)    

  Aggregate amount beneficially owned by each reporting person

 

  1,523,268 (1)

(10)  

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ☐

 

(11)  

  Percent of class represented by amount in Row (9)

 

  1.49% (2)

(12)  

  Type of reporting person (see instructions)

 

  PN

 

(1)

Represents 1,523,268 shares of Common Stock held directly by Greylock XIII-A Limited Partnership.

(2)

The percent of class was calculated based on 102,318,468 shares of Common Stock outstanding as of November 30, 2020 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 8, 2020).


SCHEDULE 13G

 

CUSIP No. 86646P103    Page 4 of 13 Pages

 

  (1)    

  Names of reporting persons

 

  Greylock XIII GP 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

 

  18,442,890 (1)

   (7)   

  Sole dispositive power

 

  0

   (8)   

  Shared dispositive power

 

  18,442,890 (1)

  (9)    

  Aggregate amount beneficially owned by each reporting person

 

  18,442,890 (1)

(10)  

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ☐

 

(11)  

  Percent of class represented by amount in Row (9)

 

  18.02% (2)

(12)  

  Type of reporting person (see instructions)

 

  PN

 

(1)

Represents 16,919,622 shares of Common Stock held directly by Greylock XIII Limited Partnership and 1,523,268 shares of Common Stock held directly by Greylock XIII-A Limited Partnership. Greylock XIII GP LLC is the general partner of Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership, and may be deemed to beneficially own the shares of stock held directly by Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership.

(2)

The percent of class was calculated based on 102,318,468 shares of Common Stock outstanding as of November 30, 2020 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 8, 2020).


SCHEDULE 13G

 

CUSIP No. 86646P103    Page 5 of 13 Pages

 

  (1)    

  Names of reporting persons

 

  William W. Helman

  (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

 

  18,442,890 (1)

   (7)   

  Sole dispositive power

 

  0

   (8)   

  Shared dispositive power

 

  18,442,890 (1)

  (9)    

  Aggregate amount beneficially owned by each reporting person

 

  18,442,890 (1)

(10)  

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ☐

 

(11)  

  Percent of class represented by amount in Row (9)

 

  18.02% (2)

(12)  

  Type of reporting person (see instructions)

 

  IN

 

(1)

Represents 16,919,622 shares of Common Stock held directly by Greylock XIII Limited Partnership and 1,523,268 shares of Common Stock held directly by Greylock XIII-A Limited Partnership. Greylock XIII GP LLC is the general partner of Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership, and may be deemed to beneficially own the shares of stock held directly by Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership. Mr. Helman, as a managing member of Greylock XIII GP LLC, may be deemed to beneficially own the shares of stock held directly by Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership.

(2)

The percent of class was calculated based on 102,318,468 shares of Common Stock outstanding as of November 30, 2020 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 8, 2020).


SCHEDULE 13G

 

CUSIP No. 86646P103    Page 6 of 13 Pages

 

  (1)    

  Names of reporting persons

 

  Aneel Bhusri

  (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

 

  18,442,890 (1)

   (7)   

  Sole dispositive power

 

  0

   (8)   

  Shared dispositive power

 

  18,442,890 (1)

  (9)    

  Aggregate amount beneficially owned by each reporting person

 

  18,442,890 (1)

(10)  

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ☐

 

(11)  

  Percent of class represented by amount in Row (9)

 

  18.02% (2)

(12)  

  Type of reporting person (see instructions)

 

  IN

 

(1)

Represents 16,919,622 shares of Common Stock held directly by Greylock XIII Limited Partnership and 1,523,268 shares of Common Stock held directly by Greylock XIII-A Limited Partnership. Greylock XIII GP LLC is the general partner of Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership, and may be deemed to beneficially own the shares of stock held directly by Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership. Mr. Bhusri, as a managing member of Greylock XIII GP LLC may be deemed to beneficially own the shares of stock held directly by Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership.

(2)

The percent of class was calculated based on 102,318,468 shares of Common Stock outstanding as of November 30, 2020 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 8, 2020).


SCHEDULE 13G

 

CUSIP No. 86646P103    Page 7 of 13 Pages

 

  (1)    

  Names of reporting persons

 

  Donald A. Sullivan

  (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

 

  18,442,890 (1)

   (7)   

  Sole dispositive power

 

  0

   (8)   

  Shared dispositive power

 

  18,442,890 (1)

  (9)    

  Aggregate amount beneficially owned by each reporting person

 

  18,442,890 (1)

(10)  

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ☐

 

(11)  

  Percent of class represented by amount in Row (9)

 

  18.02% (2)

(12)  

  Type of reporting person (see instructions)

 

  IN

 

(1)

Represents 16,919,622 shares of Common Stock held directly by Greylock XIII Limited Partnership and 1,523,268 shares of Common Stock held directly by Greylock XIII-A Limited Partnership. Greylock XIII GP LLC is the general partner of Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership, and may be deemed to beneficially own the shares of stock held directly by Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership. Mr. Sullivan, as a managing member of Greylock XIII GP LLC may be deemed to beneficially own the shares of stock held directly by Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership.

(2)

The percent of class was calculated based on 102,318,468 shares of Common Stock outstanding as of November 30, 2020 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 8, 2020).


SCHEDULE 13G

 

CUSIP No. 86646P103    Page 8 of 13 Pages

 

  (1)    

  Names of reporting persons

 

  David Sze

  (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

 

  18,442,890 (1)

   (7)   

  Sole dispositive power

 

  0

   (8)   

  Shared dispositive power

 

  18,442,890 (1)

  (9)    

  Aggregate amount beneficially owned by each reporting person

 

  18,442,890 (1)

(10)  

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)  ☐

 

(11)  

  Percent of class represented by amount in Row (9)

 

  18.02% (2)

(12)  

  Type of reporting person (see instructions)

 

  IN

 

(1)

Represents 16,919,622 shares of Common Stock held directly by Greylock XIII Limited Partnership and 1,523,268 shares of Common Stock held directly by Greylock XIII-A Limited Partnership. Greylock XIII GP LLC is the general partner of Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership, and may be deemed to beneficially own the shares of stock held directly by Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership. Mr. Sze, as a managing member of Greylock XIII GP LLC may be deemed to beneficially own the shares of stock held directly by Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership.

(2)

The percent of class was calculated based on 102,318,468 shares of Common Stock outstanding as of November 30, 2020 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 8, 2020).


SCHEDULE 13G

 

CUSIP No. 86646P103    Page 9 of 13 Pages

 

Item 1(a)

Name of Issuer:

Sumo Logic, Inc.

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

305 Main Street

Redwood City, CA 94063

 

Item 2(a)

Name of Person Filing:

The reporting persons are:

(i) Greylock XIII Limited Partnership;

(ii) Greylock XIII-A Limited Partnership;

(iii) Greylock XIII GP LLC, the General Partner of Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership;

(iv) William W. Helman, a managing member of Greylock XIII GP LLC;

(v) Aneel Bhusri, a managing member of Greylock XIII GP LLC;

(vi) Donald A. Sullivan, a managing member of Greylock XIII GP LLC; and

(vii) David Sze, a managing member of Greylock XIII GP LLC.

 

Item 2(b)

Address of Principal Business Office or, if None, Residence:

The address of each of the reporting persons is:

2550 Sand Hill Road, Suite 200

Menlo Park, CA 94025

 

Item 2(c)

Citizenship:

(i) Greylock XIII Limited Partnership, a Delaware limited partnership;

(ii) Greylock XIII-A Limited Partnership, a Delaware limited partnership;

(iii) Greylock XIII GP LLC, a Delaware limited liability company;

(iv) William W. Helman, a U.S. citizen;

(v) Aneel Bhusri, a U.S. citizen;

(vi) Donald A. Sullivan, a U.S. citizen; and

(vii) David Sze, a U.S. citizen.

 

Item 2(d)

Title of Class of Securities:

This Schedule 13G report relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Sumo Logic, Inc.

 

Item 2(e)

CUSIP Number:

86646P103

 

Item 3

Description of Person Filing:

Not applicable.


SCHEDULE 13G

 

CUSIP No. 86646P103    Page 10 of 13 Pages

 

Item 4

Ownership:

(a) and (b) Amount Beneficially Owned:

 

  (i)

Greylock XIII Limited Partnership directly owns 16,919,622 shares of Common Stock, which represents approximately 16.54% of the outstanding shares of Common Stock.

 

  (ii)

Greylock XIII-A Limited Partnership directly owns 1,523,268 shares of Common Stock which represents approximately 1.49% of the outstanding shares of Common Stock.

 

  (iii)

Greylock XIII GP LLC is the general partner of Greylock XIII Limited Partnership and Greylock XIII-A Limited Partnership, and may be deemed to beneficially own 16,919,622 shares of Common Stock held directly by Greylock XIII Limited Partnership and 1,523,268 shares of Common Stock held directly by Greylock XIII-A Limited Partnership which represents approximately 18.02% of the outstanding shares of Common Stock.

 

  (iv)

Mr. Helman, as a managing member of Greylock XIII GP LLC may be deemed to beneficially own the 16,919,622 shares of Common Stock held directly by Greylock XIII Limited Partnership and 1,523,268 shares of Common Stock held directly by Greylock XIII-A Limited Partnership which represents approximately 18.02% of the outstanding shares of Common Stock.

 

  (v)

Mr. Bhusri, as a managing member of Greylock XIII GP LLC may be deemed to beneficially own the 16,919,622 shares of Common Stock held directly by Greylock XIII Limited Partnership and 1,523,268 shares of Common Stock held directly by Greylock XIII-A Limited Partnership which represents approximately 18.02% of the outstanding shares of Common Stock.

 

  (vi)

Mr. Sullivan, as a managing member of Greylock XIII GP LLC may be deemed to beneficially own the 16,919,622 shares of Common Stock held directly by Greylock XIII Limited Partnership and 1,523,268 shares of Common Stock held directly by Greylock XIII-A Limited Partnership which represents approximately 18.02% of the outstanding shares of Common Stock.

 

  (vii)

Mr. Sze, as a managing member of Greylock XIII GP LLC may be deemed to beneficially own the 16,919,622 shares of Common Stock held directly by Greylock XIII Limited Partnership and 1,523,268 shares of Common Stock held directly by Greylock XIII-A Limited Partnership which represents approximately 18.02% of the outstanding shares of Common Stock.

(c) Number of Shares as to which the Person has:

 

     NUMBER OF SHARES OF COMMON STOCK  

Reporting Person

   (i)      (ii)      (iii)      (iv)  

Greylock XIII Limited Partnership

     0        16,919,622        0        16,919,622  

Greylock XIII-A Limited Partnership

     0        1,523,268        0        1,523,268  

Greylock XIII GP LLC

     0        18,442,890        0        18,442,890  

William W. Helman

     0        18,442,890        0        18,442,890  

Aneel Bhusri

     0        18,442,890        0        18,442,890  

Donald A. Sullivan

     0        18,442,890        0        18,442,890  

David Sze

     0        18,442,890        0        18,442,890  

 

 

(i)

Sole power to vote or direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

Percentages calculated based on 102,318,468 shares of Common Stock outstanding as of November 30, 2020 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 8, 2020).


SCHEDULE 13G

 

CUSIP No. 86646P103    Page 11 of 13 Pages

 

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 person has 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:

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

 

Item 8

Identification and Classification of Members of the Group:

Each of the reporting persons expressly disclaims membership in a “Group” as defined in Rule 13d-1(b)(ii)(J).

 

Item 9

Notice of Dissolution of Group:

Not applicable.

 

Item 10

Certification:

Not applicable.

This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).


SCHEDULE 13G

 

CUSIP No. 86646P103    Page 12 of 13 Pages

 

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

DATED: February 12, 2021.

 

GREYLOCK XIII GP LLC

By:

 

/s/ Aneel Bhusri

 

Aneel Bhusri, Managing Member

By:

 

/s/ William W. Helman

 

William W. Helman, Managing Member

By:

 

/s/ Donald A. Sullivan

 

Donald A. Sullivan, Managing Member

By:

 

/s/ David Sze

 

David Sze, Managing Member

 

GREYLOCK XIII LIMITED PARTNERSHIP

By:

 

Greylock XIII GP LLC

 

General Partner

 

By:

 

/s/ Aneel Bhusri

   

Aneel Bhusri, Managing Member

 

By:

 

/s/ William W. Helman

   

William W. Helman, Managing Member

 

By:

 

/s/ Donald A. Sullivan

   

Donald A. Sullivan, Managing Member

 

By:

 

/s/ David Sze

   

David Sze, Managing Member


GREYLOCK XIII-A LIMITED PARTNERSHIP

By:

  Greylock XIII GP LLC
 

General Partner

 

By:

 

/s/ Aneel Bhusri

   

Aneel Bhusri, Managing Member

 

By:

 

/s/ William W. Helman

   

William W. Helman, Managing Member

 

By:

 

/s/ Donald A. Sullivan

   

Donald A. Sullivan, Managing Member

 

By:

 

/s/ David Sze

   

David Sze, Managing Member

 

/s/ William W. Helman

William W. Helman

/s/ Aneel Bhusri

Aneel Bhusri

/s/ Donald A. Sullivan

Donald A. Sullivan

/s/ David Sze

David Sze

EX-99.I

SCHEDULE 13G

Exhibit I

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, 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 the shares of Common Stock of Sumo Logic, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED as of this 12th day of February, 2021.

 

GREYLOCK XIII GP LLC
By:  

/s/ Aneel Bhusri

  Aneel Bhusri, Managing Member
By:  

/s/ William W. Helman

  William W. Helman, Managing Member
By:  

/s/ Donald A. Sullivan

  Donald A. Sullivan, Managing Member
By:  

/s/ David Sze

  David Sze, Managing Member

 

GREYLOCK XIII LIMITED PARTNERSHIP

By:

 

Greylock XIII GP LLC

 

General Partner

 

By:

 

/s/ Aneel Bhusri

   

Aneel Bhusri, Managing Member

 

By:

 

/s/ William W. Helman

   

William W. Helman, Managing Member

 

By:

 

/s/ Donald A. Sullivan

   

Donald A. Sullivan, Managing Member

 

By:

 

/s/ David Sze

   

David Sze, Managing Member


GREYLOCK XIII-A LIMITED PARTNERSHIP
By:   Greylock XIII GP LLC
  General Partner
  By:  

/s/ Aneel Bhusri

    Aneel Bhusri, Managing Member
  By:  

/s/ William W. Helman

    William W. Helman, Managing Member
  By:  

/s/ Donald A. Sullivan

    Donald A. Sullivan, Managing Member
  By:  

/s/ David Sze

    David Sze, Managing Member

 

/s/ William W. Helman

William W. Helman

 

/s/ Aneel Bhusri

Aneel Bhusri

 

/s/ Donald A. Sullivan

Donald A. Sullivan

 

/s/ David Sze

David Sze