Sec Form 3 Filing - Griffith William J.G. @ ServiceTitan, Inc.

Insider filing report for Changes in Beneficial Ownership

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FORM 3

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person

Griffith William J.G.

2. Issuer Name and Ticker or Trading Symbol
ServiceTitan, Inc. [ TTAN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X __ Director	X __ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL, LLC, 50 BEALE STREET, STE. 2300

3. Date of Earliest Transaction (MM/DD/YY)
12/11/2024

(Street)

SAN FRANCISCO, CA94105

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ^{( 1 )}								599,982	I	By ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) ^{( 2 )} ^{( 3 )}
Common Stock ^{( 1 )}								212,137	I	By ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series) ^{( 2 )} ^{( 3 )}
Common Stock ^{( 1 )}								1,392,914	I	By ICONIQ Strategic Partners II, L.P. ^{( 2 )} ^{( 3 )}
Common Stock ^{( 1 )}								1,090,436	I	By ICONIQ Strategic Partners II-B, L.P. ^{( 2 )} ^{( 3 )}
Common Stock ^{( 1 )}								62,180	I	By ICONIQ Strategic Partners III, L.P. ^{( 2 )} ^{( 3 )}
Common Stock ^{( 1 )}								66,436	I	By ICONIQ Strategic Partners III-B, L.P. ^{( 2 )} ^{( 3 )}
Common Stock ^{( 1 )}								100,000	I	By ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST) ^{( 2 )} ^{( 3 )}
Common Stock ^{( 1 )}								183,056	I	By ICONIQ Strategic Partners V, L.P. ^{( 2 )} ^{( 3 )}
Common Stock ^{( 1 )}								245,497	I	By ICONIQ Strategic Partners V-B, L.P. ^{( 2 )} ^{( 3 )}

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**
( *e.g.* , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (MM/DD/YY)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	^{( 4 )}							^{( 4 )}	^{( 4 )}	Common Stock ^{( 1 )}	344,853			I	By ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) ^{( 2 )} ^{( 3 )}
Series A-1 Preferred Stock	^{( 4 )}							^{( 4 )}	^{( 4 )}	Common Stock ^{( 1 )}	774,277			I	By ICONIQ Strategic Partners II, L.P. ^{( 2 )} ^{( 3 )}
Series A-1 Preferred Stock	^{( 4 )}							^{( 4 )}	^{( 4 )}	Common Stock ^{( 1 )}	606,144			I	By ICONIQ Strategic Partners II-B, L.P. ^{( 2 )} ^{( 3 )}
Series A-1 Preferred Stock	^{( 4 )}							^{( 4 )}	^{( 4 )}	Common Stock ^{( 1 )}	1,287			I	By ICONIQ Strategic Partners III, L.P. ^{( 2 )} ^{( 3 )}
Series A-1 Preferred Stock	^{( 4 )}							^{( 4 )}	^{( 4 )}	Common Stock ^{( 1 )}	1,376			I	By ICONIQ Strategic Partners III-B, L.P. ^{( 2 )} ^{( 3 )}
Series A-1 Preferred Stock	^{( 4 )}							^{( 4 )}	^{( 4 )}	Common Stock ^{( 1 )}	145,345			I	By ICONIQ Strategic Partners V, L.P. ^{( 2 )} ^{( 3 )}
Series A-1 Preferred Stock	^{( 4 )}							^{( 4 )}	^{( 4 )}	Common Stock ^{( 1 )}	194,923			I	By ICONIQ Strategic Partners V-B, L.P. ^{( 2 )} ^{( 3 )}
Series B Preferred Stock	^{( 5 )}							^{( 5 )}	^{( 5 )}	Common Stock ^{( 1 )}	1,154,925			I	By ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) ^{( 2 )} ^{( 3 )}
Series B Preferred Stock	^{( 5 )}							^{( 5 )}	^{( 5 )}	Common Stock ^{( 1 )}	2,591,188			I	By ICONIQ Strategic Partners II, L.P. ^{( 2 )} ^{( 3 )}
Series B Preferred Stock	^{( 5 )}							^{( 5 )}	^{( 5 )}	Common Stock ^{( 1 )}	2,028,510			I	By ICONIQ Strategic Partners II-B, L.P. ^{( 2 )} ^{( 3 )}
Series C Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock ^{( 1 )}	645,005			I	By ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series) ^{( 2 )} ^{( 3 )}
Series C Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock ^{( 1 )}	58,037			I	By ICONIQ Strategic Partners II, L.P. ^{( 2 )} ^{( 3 )}
Series C Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock ^{( 1 )}	45,431			I	By ICONIQ Strategic Partners II-B, L.P. ^{( 2 )} ^{( 3 )}
Series D Preferred Stock	^{( 7 )}							^{( 7 )}	^{( 7 )}	Common Stock ^{( 1 )}	281,192			I	By ICONIQ Strategic Partners II, L.P. ^{( 2 )} ^{( 3 )}
Series D Preferred Stock	^{( 7 )}							^{( 7 )}	^{( 7 )}	Common Stock ^{( 1 )}	220,117			I	By ICONIQ Strategic Partners II-B, L.P. ^{( 2 )} ^{( 3 )}
Series D Preferred Stock	^{( 7 )}							^{( 7 )}	^{( 7 )}	Common Stock ^{( 1 )}	631,025			I	By ICONIQ Strategic Partners III, L.P. ^{( 2 )} ^{( 3 )}
Series D Preferred Stock	^{( 7 )}						^{( 7 )}	^{( 7 )}	Common Stock ^{( 1 )}	674,258			I	By ICONIQ Strategic Partners III-B, L.P. ^{( 2 )} ^{( 3 )}
Series E Preferred Stock	^{( 8 )}							^{( 8 )}	^{( 8 )}	Common Stock ^{( 1 )}	216,130			I	By ICONIQ Strategic Partners III, L.P. ^{( 2 )} ^{( 3 )}
Series E Preferred Stock	^{( 8 )}							^{( 8 )}	^{( 8 )}	Common Stock ^{( 1 )}	230,936			I	By ICONIQ Strategic Partners III-B, L.P. ^{( 2 )} ^{( 3 )}
Series F Preferred Stock	^{( 9 )}							^{( 9 )}	^{( 9 )}	Common Stock ^{( 1 )}	142,737			I	By ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST) ^{( 2 )} ^{( 3 )}
Series F Preferred Stock	^{( 9 )}							^{( 9 )}	^{( 9 )}	Common Stock ^{( 1 )}	121,939			I	By ICONIQ Strategic Partners V, L.P. ^{( 2 )} ^{( 3 )}
Series F Preferred Stock	^{( 9 )}							^{( 9 )}	^{( 9 )}	Common Stock ^{( 1 )}	163,534			I	By ICONIQ Strategic Partners V-B, L.P. ^{( 2 )} ^{( 3 )}
Series G Preferred Stock	^{( 10 )}							^{( 10 )}	^{( 10 )}	Common Stock ^{( 1 )}	107,978			I	By ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST2) ^{( 2 )} ^{( 3 )}
Series G Preferred Stock	^{( 10 )}							^{( 10 )}	^{( 10 )}	Common Stock ^{( 1 )}	46,122			I	By ICONIQ Strategic Partners V, L.P. ^{( 2 )} ^{( 3 )}
Series G Preferred Stock	^{( 10 )}							^{( 10 )}	^{( 10 )}	Common Stock ^{( 1 )}	61,854			I	By ICONIQ Strategic Partners V-B, L.P. ^{( 2 )} ^{( 3 )}
Series H-1 Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Common Stock ^{( 1 )}	20,202			I	By ICONIQ Strategic Partners V, L.P. ^{( 2 )} ^{( 3 )}
Series H-1 Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Common Stock ^{( 1 )}	27,094			I	By ICONIQ Strategic Partners V-B, L.P. ^{( 2 )} ^{( 3 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Griffith William J.G. C/O ICONIQ CAPITAL, LLC 50 BEALE STREET, STE. 2300 SAN FRANCISCO, CA94105	X	X

**Signatures**
/s/ Olive Huang, Attorney-in-Fact		12/11/2024
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock shall be reclassified into one share of Class A Common Stock.
( 2 )ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II") is the sole general partner of 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). ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP II") is the sole general partner of ICONIQ GP II. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ GP III") is the sole general partner of ICONIQ Strategic Partners III, L.P. and ICONIQ Strategic Partners III-B, L.P. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ Parent GP III") is the sole general partner of ICONIQ GP III. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ GP V") is the sole general partner of 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).
( 3 )(continued) ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ Parent GP V") is the sole general partner of ICONIQ GP V. Divesh Makan and the Reporting Person are the sole equity holders of ICONIQ Parent GP II and ICONIQ Parent GP III and Divesh Makan, the Reporting Person and Matthew Jacobson are the sole equity holders of ICONIQ Parent GP V and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by these entities. 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.
( 4 )Each share of Series A-1 Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.
( 5 )Each share of Series B Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.
( 6 )Each share of Series C Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.
( 7 )Each share of Series D Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.
( 8 )Each share of Series E Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.
( 9 )Each share of Series F Preferred Stock shall automatically convert into Common Stock on an approximately 1:1.02 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. The shares of Series F Preferred Stock reported in Table II above are reported on an as-converted basis. The conversion rate is subject to adjustment as provided in the Issuer's Amended and Restated Certificate of Incorporation.
( 10 )Each share of Series G Preferred Stock shall automatically convert into Common Stock on an approximately 1:1.03 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. The shares of Series G Preferred Stock reported in Table II above are reported on an as-converted basis. The conversion rate is subject to adjustment as provided in the Issuer's Amended and Restated Certificate of Incorporation.
( 11 )Each share of Series H-1 Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. The conversion rate is subject to adjustment as provided in the Issuer's Amended and Restated Certificate of Incorporation.

Remarks:
Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Sec Form 3 Filing - Griffith William J.G. @ ServiceTitan, Inc. - 2024-12-11