Sec Form 3 Filing - BROWN MICHAEL MAURICE @ ServiceTitan, Inc. - 2024-12-11

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
BROWN MICHAEL MAURICE
2. Issuer Name and Ticker or Trading Symbol
ServiceTitan, Inc. [ TTAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BATTERY VENTURES, ONE MARINA PARK DRIVE, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
12/11/2024
(Street)
BOSTON, MA02210
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) 3,008 I By Battery Investment Partners XI, LLC ( 3 )
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) 67,427 I By Battery Ventures XI-A Side Fund, L.P. ( 4 )
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) 64,900 I By Battery Ventures XI-A, L.P. ( 5 )
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) 14,621 I By Battery Ventures XI-B Side Fund, L.P. ( 6 )
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock ( 2 ) 17,148 I By Battery Ventures XI-B, L.P. ( 7 )
Series E Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock ( 2 ) 2,658 I By Battery Investment Partners XI, LLC ( 3 )
Series E Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock ( 2 ) 59,589 I By Battery Ventures XI-A Side Fund, L.P. ( 4 )
Series E Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock ( 2 ) 57,356 I By Battery Ventures XI-A, L.P. ( 5 )
Series E Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock ( 2 ) 12,921 I By Battery Ventures XI-B Side Fund, L.P. ( 6 )
Series E Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock ( 2 ) 15,154 I By Battery Ventures XI-B, L.P. ( 7 )
Series F Preferred Stock ( 9 ) ( 9 ) ( 9 ) Common Stock ( 2 ) 10,277 I By Battery Investment Partners Select Fund I, L.P. ( 10 )
Series F Preferred Stock ( 9 ) ( 9 ) ( 9 ) Common Stock ( 2 ) 103,912 I By Battery Ventures Select Fund I, L.P. ( 11 )
Series G Preferred Stock ( 12 ) ( 12 ) ( 12 ) Common Stock ( 2 ) 2,486 I By Battery Investment Partners Select Fund I, L.P. ( 10 )
Series G Preferred Stock ( 12 ) ( 12 ) ( 12 ) Common Stock ( 2 ) 25,154 I By Battery Ventures Select Fund I, L.P. ( 11 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROWN MICHAEL MAURICE
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA02210
X
Signatures
/s/ Olive Huang, Attorney-in-Fact 12/11/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )The reported securities are held directly by Battery Investment Partners XI, LLC ("BIP XI"). The sole managing member of BIP XI is Battery Partners XI, LLC ("BP XI"). The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BP XI. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
( 4 )The reported securities are held directly by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). The sole general partner of BV XI-A SF is Battery Partners XI Side Fund, LLC ("BP XI SF"). The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BP XI SF. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
( 5 )The reported securities are held directly by Battery Ventures XI-A, L.P. ("BV XI-A"). The sole general partner of BV XI-A is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BP XI. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
( 6 )The reported securities are held directly by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). The sole general partner of BV XI-B SF is BP XI SF. The Reporting Person is a managing member of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BP XI SF. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
( 7 )The reported securities are held directly by Battery Ventures XI-B, L.P. ("BV XI-B"). The sole general partner of BV XI-B is BP XI. The Reporting Person is a managing member of BP XI and may be deemed to share voting and dispositive power over the securities held by BP XI. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
( 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 )The reported securities are held directly by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I"). The Reporting Person is a managing member of BP Select I and may be deemed to share voting and dispositive power over the securities held by BP Select I. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
( 11 )The reported securities are held directly by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. whose sole general partner is BP Select I. The Reporting Person is a managing member of BP Select I and may be deemed to share voting and dispositive power over the securities held by BP Select I. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
( 12 )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.

Remarks:
Due to the limitations of the SEC's electronic filing system, this Form 3 is being split into two filings to account for the number of holdings lines.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).

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