Five9 Inc.

12/10/2024 | Press release | Distributed by Public on 12/10/2024 20:43

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gupta Sagar
2. Issuer Name and Ticker or Trading Symbol
Five9, Inc. [FIVN]
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 FIVE9, INC., 3001 BISHOP DR., STE. #350
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2024
(Street)
SAN RAMON, CA 94583
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 12/08/2024 A 9,416(1)(2) A $ 0 9,416 D(3)
Common Stock 12/08/2024 A 1,961(2)(4) A $ 0 11,377 D(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gupta Sagar
C/O FIVE9, INC.
3001 BISHOP DR., STE. #350
SAN RAMON, CA 94583
X

Signatures

/s/ Sagar Gupta 12/10/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On December 8, 2024, Five9, Inc. (the "Issuer") granted a total of 11,377 restricted stock units ("RSUs") of the Issuer to Sagar Gupta, a member of the Issuer's board of directors (the "Board") in respect of his service on the Board. Mr. Gupta holds these RSUs for the benefit of certain investment funds (the "Anson Funds") for which Anson Advisors Inc. and Anson Funds Management LP serve as co-investment advisors. Each RSU represents a contingent right to receive one share of Common Stock. With respect to 9,416 of the RSUs, one-third of such RSUs will vest on December 8, 2025 and each one-year anniversary thereafter, subject to the Reporting Person continuing as a service provider through the applicable vesting date.
(2) Because Mr. Gupta serves on the Board as a representative of the Anson Funds, Mr. Gupta does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. The Anson Funds are entitled to receive all of the economic interest in securities granted to Mr. Gupta by the Issuer in respect of Mr. Gupta's Board position. Mr. Gupta disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Gupta had any economic interest in such securities except any indirect economic interest through Anson Funds, entities in which he does not have a controlling interest and over which he does not have investment control.
(3) As discussed in footnotes 1 and 2, represents securities in which the Anson Funds have all of the economic interest.
(4) These securities are RSUs. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will vest in full on December 8, 2025, subject to the Reporting Person continuing as a service provider through the vesting date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.