Form 4: Kleiner Perkins Plans Figma Stake Adjustment Post-Future IPO

Kleiner Perkins Caufield & Byers XVII, LLC filed a Form 4 detailing planned changes in its beneficial ownership of Figma, Inc. Class A Common Stock, including preferred stock conversions and sales, effective August 1, 2025, prior to a future IPO.

Summary

• Kleiner Perkins Caufield & Byers XVII, LLC (KPCB XVII) and KPCB XVII Associates, LLC, both 10% owners and directors of Figma, Inc. (FIG), filed a Form 4 detailing planned changes in their beneficial ownership.
• Effective August 1, 2025, KPCB XVII's Series B, C, and D Preferred Stock are planned to automatically convert into Class A Common Stock on a 1-for-1 basis immediately prior to the closing of Figma's initial public offering (IPO).
• This planned conversion will result in the acquisition of 45,429,571 direct shares and 1,487,264 indirect shares (via KPCB XVII Founders Fund, LLC) from Series B Preferred Stock.
• Additionally, 2,205,008 direct shares and 72,187 indirect shares are planned to be acquired from Series C Preferred Stock conversion.
• Another 20,964 direct shares and 686 indirect shares are planned to be acquired from Series D Preferred Stock conversion.
• Following these planned conversions, KPCB XVII will directly acquire 47,655,543 Class A Common Stock and indirectly acquire 1,560,137 Class A Common Stock.
• KPCB XVII also plans to dispose of 2,668,654 direct shares of Class A Common Stock at a price of $31.515 per share.
• An additional 87,366 indirect shares of Class A Common Stock are planned to be disposed of at $31.515 per share by KPCB XVII Founders Fund, LLC.
• After these planned transactions, KPCB XVII will beneficially own 47,639,812 direct shares and 1,559,622 indirect shares of Class A Common Stock.

Sentiment

Score: 7

Explanation: Positive. The filing signals an upcoming IPO for Figma, a significant positive milestone. While insider sales are planned, they are typical for VC exits and are pre-arranged, suggesting a structured approach to realizing gains rather than a sudden loss of confidence. The IPO itself is a strong positive indicator for the company's growth and market validation.

Positives

• The filing indicates a planned initial public offering (IPO) for Figma, Inc., which is a significant positive milestone for the company and its early investors, signaling growth and market validation.
• The planned conversion of preferred stock to common stock will simplify the capital structure and increase the public float of Class A Common Stock.
• The planned sale of shares at $31.515 per share provides an early indication of a potential valuation point for Figma's Class A Common Stock in the upcoming IPO.

Negatives

• The planned sale of a substantial number of shares (over 2.7 million) by a significant insider (10% owner and director) immediately following a future IPO could create selling pressure on the stock.
• The pre-planned nature of the sale (Rule 10b5-1 plan) means the insider is locking in a price, which could be interpreted as a move to realize gains regardless of future market performance.

Risks

• The market's reaction to a large insider sale post-IPO could put downward pressure on Figma's stock price once trading commences.
• The success and valuation of the planned IPO are subject to market conditions and investor demand at the time of the offering.
• The complex ownership structure and disclaimer of beneficial ownership by managing members, except for pecuniary interest, could be a minor governance risk.

Future Outlook

This filing explicitly indicates a planned initial public offering (IPO) for Figma, Inc., which is expected to occur on or around August 1, 2025. The preferred stock conversions and insider sales are pre-planned events contingent on this IPO.

Management Comments

• The managing members of Kleiner Perkins Caufield & Byers XVII, LLC ("KPCB XVII") and KPCB XVII Founders Fund, LLC ("KPCB XVII Founders") is KPCB XVII Associates, LLC ("KPCB XVII Associates"). Theodore E. Schlein, Beth Seidenberg, Mamoon Hamid and Ilya Fushman, the managing members of KPCB XVII Associates, exercise shared voting and dispositive control over the shares held by KPCB XVII and KPCB XVII Founders. Such managing members disclaim beneficial ownership of all shares held by KPCB XVII and KPCB XVII Founders except to the extent of their pecuniary interest therein.

Industry Context

This filing provides a forward-looking glimpse into a significant liquidity event for Figma, Inc., a prominent player in the design software industry. The planned IPO and subsequent insider sales are typical for venture-backed companies reaching maturity, allowing early investors like Kleiner Perkins to realize returns. This event will introduce a new publicly traded entity into the competitive software market.

Comparison to Industry Standards

• The planned conversion of preferred stock to common stock upon an IPO is a standard practice for venture capital investments, aligning with typical exit strategies for firms like Andreessen Horowitz or Sequoia Capital when their portfolio companies go public.
• The planned sale of a portion of holdings by a 10% owner post-IPO, often under a Rule 10b5-1 plan, is a common strategy to return capital to investors, similar to how early investors in companies like Snowflake or DoorDash monetize their positions after lock-up periods.
• The reported planned sale price of $31.515 per share provides an early market valuation point for Figma, which can be compared to the IPO pricing and subsequent trading performance of other high-growth software companies.

Related Party Transactions

• The reporting entities, Kleiner Perkins Caufield & Byers XVII, LLC and KPCB XVII Associates, LLC, are 10% owners and directors of Figma, Inc.
• The reported planned transactions, including the conversion of preferred stock to common stock and the subsequent sale of common stock, represent dealings by these related parties, executed under a Rule 10b5-1 plan.

Stakeholder Impact

• Shareholders (future public): The planned IPO will create new public shareholders. The planned sale by a significant insider could lead to increased supply of shares in the market post-IPO, potentially impacting the initial trading price.
• Existing Investors (pre-IPO): The IPO and preferred stock conversion provide a liquidity event and a mechanism for early investors like Kleiner Perkins to realize returns on their investment.
• Figma, Inc.: The IPO will provide significant capital for the company's growth and expansion, while also increasing its public profile and scrutiny.

Next Steps

• Figma, Inc. is expected to complete its initial public offering (IPO) on or around August 1, 2025.
• The preferred stock held by Kleiner Perkins Caufield & Byers XVII, LLC will convert to Class A Common Stock immediately prior to the IPO closing.
• Kleiner Perkins Caufield & Byers XVII, LLC and KPCB XVII Founders Fund, LLC plan to sell a portion of their Class A Common Stock holdings post-IPO.

Key Dates

Recommendation

The filing signals an imminent IPO for Figma, Inc., a highly anticipated event for a company backed by a prominent venture capital firm like Kleiner Perkins. The planned conversion of preferred stock and subsequent insider sales are standard procedures for VC exits and are often pre-arranged under Rule 10b5-1 plans, indicating a structured approach to realizing gains rather than a sudden loss of confidence. The IPO itself is a strong validation of Figma's business model and growth potential, offering a significant opportunity for new investors to participate in a high-growth technology company. The specified sale price of $31.515 provides an early benchmark for valuation. Given the context of an IPO for a promising company, this is a strong buy signal for long-term investors.

Keywords

Figma IPO, FIG IPO, Kleiner Perkins, KPCB, SEC Form 4, Insider Trading Plan, Stock Sale Plan, Preferred Stock Conversion, Future IPO, Beneficial Ownership, Venture Capital Exit