Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kuzoyan Vahe

(Last)

(First)

(Middle)

C/O SERVICETITAN, INC.

800 N. BRAND BLVD., SUITE 100

(Street)

GLENDALE

91203

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2024

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
Class A Common Stock⁽¹⁾	12/13/2024		D⁽²⁾		7,446,002⁽³⁾	D	⁽²⁾	0	D
Class A Common Stock⁽¹⁾	12/13/2024		D⁽²⁾		1,700,000	D	⁽²⁾	0	I	By the K-A Family Trust dated December 6, 2021
Class A Common Stock⁽¹⁾	12/13/2024		D⁽²⁾		354,924	D	⁽²⁾	0	I	By RA 2023 GRAT
Class A Common Stock⁽¹⁾	12/13/2024		D⁽²⁾		371,082	D	⁽²⁾	0	I	By RA 2024 GRAT
Class A Common Stock⁽¹⁾	12/13/2024		D⁽²⁾		1	D	⁽²⁾	0	I	By spouse
Class A Common Stock⁽¹⁾	12/13/2024		D⁽²⁾		354,924	D	⁽²⁾	0	I	By VK 2023 GRAT
Class A Common Stock⁽¹⁾	12/13/2024		D⁽²⁾		371,082	D	⁽²⁾	0	I	By VK 2024 GRAT

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 Securities Underlying Derivative Security (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: 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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁴⁾	12/13/2024		A⁽²⁾		7,446,002		⁽⁴⁾	⁽⁴⁾	Class A Common Stock⁽¹⁾	7,446,002	$0	7,446,002⁽³⁾	D
Class B Common Stock	⁽⁴⁾	12/13/2024		A⁽²⁾		1,700,000		⁽⁴⁾	⁽⁴⁾	Class A Common Stock⁽¹⁾	1,700,000	$0	1,700,000	I	By the K-A Family Trust dated December 6, 2021
Class B Common Stock	⁽⁴⁾	12/13/2024		A⁽²⁾		354,924		⁽⁴⁾	⁽⁴⁾	Class A Common Stock⁽¹⁾	354,924	$0	354,924	I	By RA 2023 GRAT
Class B Common Stock	⁽⁴⁾	12/13/2024		A⁽²⁾		371,082		⁽⁴⁾	⁽⁴⁾	Class A Common Stock⁽¹⁾	371,082	$0	371,082	I	By RA 2024 GRAT
Class B Common Stock	⁽⁴⁾	12/13/2024		A⁽²⁾		1		⁽⁴⁾	⁽⁴⁾	Class A Common Stock⁽¹⁾	1	$0	1	I	By spouse
Class B Common Stock	⁽⁴⁾	12/13/2024		A⁽²⁾		354,924		⁽⁴⁾	⁽⁴⁾	Class A Common Stock⁽¹⁾	354,924	$0	354,924	I	By VK 2023 GRAT
Class B Common Stock	⁽⁴⁾	12/13/2024		A⁽²⁾		371,082		⁽⁴⁾	⁽⁴⁾	Class A Common Stock⁽¹⁾	371,082	$0	371,082	I	By VK 2024 GRAT
Stock Option (Right to Buy)	$12.72	12/13/2024		D⁽⁵⁾			1,022,029	⁽⁶⁾	12/08/2030	Class A Common Stock⁽¹⁾	1,022,029	$0	0	D
Stock Option (Right to Buy)	$12.72	12/13/2024		A⁽⁵⁾		1,022,029		⁽⁶⁾	12/08/2030	Class B Common Stock⁽⁴⁾	1,022,029	$0	1,022,029	D
Stock Option (Right to Buy)	$12.72	12/13/2024		D⁽⁵⁾			170,338	⁽⁷⁾	12/08/2030	Class A Common Stock⁽¹⁾	170,338	$0	0	D
Stock Option (Right to Buy)	$12.72	12/13/2024		A⁽⁵⁾		170,338		⁽⁷⁾	12/08/2030	Class B Common Stock⁽⁴⁾	170,338	$0	170,338	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each share of the Issuer's Common Stock was automatically reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

2. Following the reclassification of the Issuer's Common Stock into Class A Common Stock, all shares of the Reporting Person's Class A Common Stock were exchanged at a 1:1 ratio for shares of Class B Common Stock pursuant to an exchange agreement entered into with the Issuer, as previously approved by the Issuer's board of directors.

3. Includes 3,337,937 restricted stock units ("RSUs"), which vest in accordance with the terms of the applicable award. Each RSU represents a contingent right to receive one share of Class B Common Stock.

4. The Class B common stock is convertible into an equal number of shares of Class A common stock at any time, at the holder's election. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers, or upon the occurrence of certain specified events, in each case as set forth in the Issuer's Amended and Restated Certificate of Incorporation.

5. In connection with the reclassification of the Issuer's Common Stock, the shares underlying the Reporting Person's equity awards were designated as shares of Class B Common Stock by the Issuer's board of directors.

6. The shares underlying the option are fully vested and immediately exercisable.

7. 25% of the shares underlying the option will vest and become exercisable on the first anniversary of the Issuer's initial public offering, and 1/48th of the shares underlying the option will vest and become exercisable on each monthly anniversary of the initial vesting date thereafter.

	/s/ Olive Huang, Attorney-in-Fact	12/17/2024
	** Signature of Reporting Person	Date
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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