Form 4: ServiceTitan Director William Griffith Reports Significant Share Distributions from ICONIQ Funds

ServiceTitan, Inc. Director and 10% owner William J.G. Griffith filed a Form 4 detailing the distribution of over 1.5 million Class A Common Stock shares from various ICONIQ Strategic Partners funds to their limited partners and general partners, including shares received by Griffith's trusts.

Summary

• William J.G. Griffith, a Director and 10% owner of ServiceTitan, Inc. (TTAN), filed a Form 4 reporting changes in beneficial ownership.
• On June 10, 2025, several ICONIQ Strategic Partners funds distributed a total of 1,551,099 shares of ServiceTitan's Class A Common Stock to their respective limited partners and general partners.
• These distributions were made for no consideration and were pro rata interests, falling under exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934.
• Specifically, ICONIQ Strategic Partners II, L.P. distributed 567,666 shares; ICONIQ Strategic Partners II-B, L.P. distributed 444,395 shares; ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) distributed 233,828 shares; ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series) distributed 95,451 shares; ICONIQ Strategic Partners III, L.P. distributed 101,406 shares; and ICONIQ Strategic Partners III-B, L.P. distributed 108,353 shares.
• Following these transactions, Mr. Griffith directly holds 134,749 shares through family trusts, which were received as part of these distributions.
• Mr. Griffith also continues to indirectly beneficially own a total of 10,859,689 shares through various ICONIQ entities, bringing his total reported beneficial ownership to 10,994,438 shares.
• The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest.

Sentiment

Score: 5

Explanation: Neutral. The filing reports a routine internal distribution of shares by investment funds to their partners, including the reporting person. It does not indicate any positive or negative operational or financial performance for ServiceTitan, Inc.

Positives

• The distributions were made for "no consideration," indicating an internal transfer rather than a sale on the open market, which might otherwise signal a negative outlook.
• The transactions were conducted in accordance with SEC exemptions (Rules 16a-13 and 16a-9), indicating compliance with regulatory requirements.

Future Outlook

NA

Management Comments

• "The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any."
• "This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose."

Industry Context

This is a routine insider transaction filing for a director and major shareholder of a publicly traded software company (ServiceTitan). Such distributions are common for private equity or venture capital funds as they mature and distribute assets to their limited partners.

Comparison to Industry Standards

• The pro-rata distribution for no consideration is a standard practice for private investment funds (like ICONIQ Strategic Partners) when they distribute portfolio company shares to their limited partners. This is a common mechanism for funds to return capital to investors in-kind.
• The disclaimer of beneficial ownership, except to the extent of pecuniary interest, is also standard practice for individuals associated with investment funds who are required to report holdings.

Related Party Transactions

• The distributions are from various ICONIQ Strategic Partners funds (related entities) to their limited partners and general partners, including the reporting person, for no consideration. This constitutes a transaction between related parties (the funds and their investors/managers).

Stakeholder Impact

• Shareholders: The direct impact on public shareholders is minimal as these are internal distributions and not open market sales. However, the increased direct holdings by individuals (like Mr. Griffith's trusts) could potentially lead to future market sales, though not indicated here.
• Investment Fund Limited Partners: These distributions represent a return of capital in the form of shares to the limited partners of the ICONIQ funds, allowing them to directly hold or manage their pro-rata interest in ServiceTitan.

Key Dates

Keywords

ServiceTitan, TTAN, SEC Form 4, beneficial ownership, insider transaction, stock distribution, ICONIQ Capital, Class A Common Stock, corporate governance, investment funds