UNITED STATES 
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 
Mimecast Limited
(Name of Issuer)
 
Ordinary Shares, $0.012 par value
(Title of Class of Securities)
 
G14838109
(CUSIP Number)
 
December 31, 2017
Date of Event Which Requires Filing of this Statement
 

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o  Rule 13d-1(b)
 
x   Rule 13d-1(c)
 
o   Rule 13d-1(d)

*  The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 

 
CUSIP No. G14838109
 

1
Name of Reporting Person:
Abdiel Qualified Master Fund, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a)  ☐
(b)  ☐
 
  
3
SEC USE ONLY
 
 
  
4
Citizenship or Place of Organization

 Cayman Islands
 
  


NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
 REPORTING PERSON
WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
4,749,767
 
7
SOLE  DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
4,749,767
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
4,749,767
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% *
 
12
TYPE OF REPORTING PERSON
PN
 

* Based on 57,319,319 Ordinary Shares outstanding as of September 30, 2017, as reported in the Issuer's Report on Form 6-K for the period ended September 30, 2017 filed with the Securities and Exchange Commission on November 8, 2017.
 
 
 
 

 
2
 
 
CUSIP No. G14838109

 
1
Names of Reporting Person:
Abdiel Capital, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a)  ☐
(b)  ☐
 
  
3
SEC USE ONLY
 
 
  
4
Citizenship or Place of Organization

 Delaware
 
  


NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
 REPORTING PERSON
WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
174,891
 
7
SOLE  DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
174,891
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
174,891
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% *
 
12
TYPE OF REPORTING PERSON
PN
 

* Based on 57,319,319 Ordinary Shares outstanding as of September 30, 2017, as reported in the Issuer's Report on Form 6-K for the period ended September 30, 2017 filed with the Securities and Exchange Commission on November 8, 2017.

 
 

 
3
 
 
CUSIP No. G14838109

 
1
Names of Reporting Person:
Abdiel Capital Management, LLC
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a)  ☐
(b)  ☐
 
  
3
SEC USE ONLY
 
 
  
4
Citizenship or Place of Organization

 Delaware
 
  


NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
 REPORTING PERSON
WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
4,924,658*
 
7
SOLE  DISPOSITIVE POWER
0
 
8
4,924,658*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
4,924,658*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.6% **
 
12
TYPE OF REPORTING PERSON
OO
 

* Consists of 4,749,767 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 174,891 shares of Common Stock held by Abdiel Capital, LP.
** Based on 57,319,319 Ordinary Shares outstanding as of September 30, 2017, as reported in the Issuer's Report on Form 6-K for the period ended September 30, 2017 filed with the Securities and Exchange Commission on November 8, 2017.
 
 
 
 
 
4
 
 
CUSIP No. G14838109

 
1
Names of Reporting Person:
Abdiel Capital Advisors, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a)  ☐
(b)  ☐
 
  
3
SEC USE ONLY
 
 
  
4
Citizenship or Place of Organization

 Delaware
 
  


NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
 REPORTING PERSON
WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
4,924,658*
7
SOLE  DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
4,924,658*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
4,924,658*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.6% **
 
12
TYPE OF REPORTING PERSON
PN, IA
 

* Consists of 4,749,767 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 174,891 shares of Common Stock held by Abdiel Capital, LP.
** Based on 57,319,319 Ordinary Shares outstanding as of September 30, 2017, as reported in the Issuer's Report on Form 6-K for the period ended September 30, 2017 filed with the Securities and Exchange Commission on November 8, 2017.
 
 
 

 
5
 
 
CUSIP No. G14838109

1
Names of Reporting Person:
Colin T. Moran
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a)  ☐
(b)  ☐
 
  
3
SEC USE ONLY
 
 
  
4
Citizenship or Place of Organization

 United States
 
  


NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
 REPORTING PERSON
WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
4,924,658*
 
7
SOLE  DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
 
4,924,658*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
 
4,924,658*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.6% **
 
12
TYPE OF REPORTING PERSON
IN
 

* Consists of 4,749,767 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 174,891 shares of Common Stock held by Abdiel Capital, LP.
** Based on 57,319,319 Ordinary Shares outstanding as of September 30, 2017, as reported in the Issuer's Report on Form 6-K for the period ended September 30, 2017 filed with the Securities and Exchange Commission on November 8, 2017.
 
 
 
 

 
6
 
 
CUSIP No. G14838109
 
 
AMENDMENT NO. 2 TO SCHEDULE 13G

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on February 25, 2016 and Amendment No. 1 thereto filed on January 24, 2017 (as so amended, the "Schedule 13G").  Terms defined in the Schedule 13G are used herein as so defined.
The following Items of the Schedule 13G are hereby amended and restated as follows:
Item 4
Ownership:
 
(a) through (c):
 
The information requested herein is incorporated by reference to the cover pages to this Amendment No. 2 to Schedule 13G.
 
Abdiel Capital Management, LLC and Abdiel Capital Advisors, LP serve as the general partner and the investment manager, respectively, of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP.  Colin T. Moran serves as managing member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which serves as the general partner of Abdiel Capital Advisors, LP.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 
   
   
   
   
   
   

 
 
 

 
7
 
 
CUSIP No. G14838109

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  January 31, 2018

 
ABDIEL QUALIFIED MASTER FUND, LP
 
 
 
 
 
 
By:
Abdiel Capital Management, LLC, its General Partner
 
 
 
 
 
 
By:
/s/ Colin T. Moran
 
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
 
 
  
ABDIEL CAPITAL, LP
 
 
 
 
 
 
By:
Abdiel Capital Management, LLC, its General Partner
 
 
 
 
 
 
By:
/s/ Colin T. Moran
 
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
 
 
 
ABDIEL CAPITAL MANAGEMENT, LLC
 
 
 
 
 
 
By:
/s/ Colin T. Moran
 
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
 
 
 
ABDIEL CAPITAL ADVISORS, LP
 
 
 
 
 
 
By:
Abdiel Capital Partners, LLC, its General Partner
 
 
 
 
 
 
By:
/s/ Colin T. Moran
 
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
 
 
 
COLIN T. MORAN
 
 
 
 
 
 
By:
/s/ Colin T. Moran
 
 
 
Colin T. Moran, Individually
 
 
 
 
 
 
 

 
8