Form 4: ICONIQ Strategic Partners Report Internal Share Distributions in ServiceTitan

ICONIQ Strategic Partners and related entities reported the distribution of over 1.3 million shares of ServiceTitan Class A Common Stock to their partners for no consideration, adjusting their beneficial ownership.

Summary

• ICONIQ Strategic Partners II, L.P. distributed 567,666 shares of ServiceTitan Class A Common Stock to its limited partners and ICONIQ Strategic Partners II GP, L.P. for no consideration.
• ICONIQ Strategic Partners II-B, L.P. distributed 444,395 shares of ServiceTitan Class A Common Stock to its limited partners and ICONIQ Strategic Partners II GP, L.P. for no consideration.
• ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) distributed 233,828 shares of ServiceTitan Class A Common Stock to its limited partners and ICONIQ Strategic Partners II GP, L.P. for no consideration.
• ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series) distributed 95,451 shares of ServiceTitan Class A Common Stock to its limited partners and ICONIQ Strategic Partners II GP, L.P. for no consideration.
• All aforementioned distributions were made in accordance with exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.
• Following these transactions, ICONIQ Strategic Partners II, L.P. beneficially owns 3,962,276 shares directly.
• ICONIQ Strategic Partners II-B, L.P. beneficially owns 3,101,848 shares indirectly.
• ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) beneficially owns 1,632,104 shares indirectly.
• ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series) beneficially owns 666,240 shares indirectly.
• Divesh Makan's indirect beneficial ownership is 261,823 shares, which includes an aggregate of 127,142 shares received from the described distributions.
• Matthew Jacobson's indirect beneficial ownership is 80,907 shares, which includes an aggregate of 37,358 shares received from the described distributions.
• Other ICONIQ entities, including ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST), and ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST2), hold a combined 3,255,081 shares indirectly, with no transactions reported for them on this date.

Sentiment

Score: 5

Explanation: Neutral. This Form 4 reports internal share distributions for no consideration, which is a routine ownership restructuring event for investment firms and does not reflect positively or negatively on the company's operational performance or financial health.

Future Outlook

No forward-looking statements or guidance are provided in this document.

Industry Context

This filing represents an internal restructuring of ownership within ICONIQ Strategic Partners' investment vehicles related to their holdings in ServiceTitan, Inc. Such distributions are common for private equity or venture capital firms as they manage their fund structures and distribute assets to limited partners, often in anticipation of or following a liquidity event.

Related Party Transactions

• Distributions of Class A Common Stock were made by ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series), and ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series) to their respective limited partners and general partners (ICONIQ II GP) for no consideration.
• ICONIQ II GP further distributed shares it received to its partners, representing each partner's pro rata interest.

Stakeholder Impact

• Shareholders: The distributions represent a change in the direct and indirect beneficial ownership structure of ServiceTitan Class A Common Stock among ICONIQ's various funds and their underlying partners. This does not change the total outstanding shares but reallocates ownership within the ICONIQ ecosystem.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Keywords

ServiceTitan, TTAN, SEC Form 4, Beneficial Ownership, Share Distribution, ICONIQ Strategic Partners, Insider Transaction, Class A Common Stock, Investment Firm, Private Equity