SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
HAQUE PROMOD

(Last) (First) (Middle)
525 UNIVERSITY AVENUE, SUITE 800

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2013
3. Issuer Name and Ticker or Trading Symbol
FireEye, Inc. [ FEYE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-2 Convertible Preferred Stock (1) (1) Common Stock 708,645 (1) I By Limited Partnership(7)
Series B Convertible Preferred Stock (2) (2) Common Stock 389,728 (2) I By Limited Partnership(7)
Series C Convertible Preferred Stock (3) (3) Common Stock 113,840 (3) I By Limited Partnership(7)
Series D Convertible Preferred Stock (4) (4) Common Stock 1,233,006 (4) I By Limited Partnership(7)
Series E Convertible Preferred Stock (5) (5) Common Stock 159,597 (5) I By Limited Partnership(7)
Series F Convertible Preferred Stock (6) (6) Common Stock 130,742 (6) I By Limited Partnership(7)
Series A-2 Convertible Preferred Stock (1) (1) Common Stock 4,102,130 (1) I By Limited Partnership(8)
Series B Convertible Preferred Stock (2) (2) Common Stock 2,256,017 (2) I By Limited Partnership(8)
Series C Convertible Preferred Stock (3) (3) Common Stock 658,990 (3) I By Limited Partnership(8)
Series D Convertible Preferred Stock (4) (4) Common Stock 7,137,486 (4) I By Limited Partnership(8)
Series E Convertible Preferred Stock (5) (5) Common Stock 923,856 (5) I By Limited Partnership(8)
Series F Convertible Preferred Stock (6) (6) Common Stock 755,675 (6) I By Limited Partnership(8)
1. Name and Address of Reporting Person*
HAQUE PROMOD

(Last) (First) (Middle)
525 UNIVERSITY AVENUE, SUITE 800

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NORWEST VENTURE PARTNERS VIII LP

(Last) (First) (Middle)
525 UNIVERSITY AVENUE
SUITE 800

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Norwest Venture Partners IX, LP

(Last) (First) (Middle)
525 UNIVERSITY AVENUE
SUITE 800

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Crowe Jeffrey

(Last) (First) (Middle)
525 UNIVERSITY AVENUE
SUITE 800

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Howard Matthew D.

(Last) (First) (Middle)
525 UNIVERSITY AVENUE
SUITE 800

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
Explanation of Responses:
1. The Series A-2 Convertible Preferred Stock shall automatically convert into Common Stock on a 1.17308 to 1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
2. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on a 1.40127 to 1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
3. The Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1.4915 to 1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
4. The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
5. The Series E Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
6. The Series F Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
7. The securities shown on Lines 1 through 6 of Table 2 represent securities held of record by Norwest Venture Partners VIII, LP ("NVP VIII"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP VIII, Promod Haque, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Haque, Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
8. The securities shown on Line 7 through 12 of Table 2 represent securities held of record by Norwest Venture Partners IX, LP ("NVP IX"). By virtue of their positions as co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP IX, Promod Haque, Matthew Howard and Jeffrey Crowe may be deemed to share voting and dispositive power with respect to such securities. Messrs. Haque, Howard and Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
/s/ Kurt Betcher, Attorney-In-Fact 09/19/2013
** 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 5 (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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Exhibit 99.1

FORM 3
JOINT FILER INFORMATION



Name of "Reporting Persons":	Norwest Venture Partners VIII, LP
					Norwest Venture Partners IX, LP
					Promod Haque
					Matthew Howard
					Jeffrey Crowe

Address:				525 University Avenue, Suite 800
					Palo Alto, CA  94301

Designated Filer:			Promod Haque

Issuer and Ticker Symbol:		FireEye, Inc. (FEYE)

Date of Earliest Transaction:		September 19, 2013



Each of the following is a Joint Filer with Promod Haque and may be deemed to share indirect beneficial ownership in the securities set forth on the attached Form 3:

Norwest Venture Partners VIII, LP ("NVP VIII") is the record holder of the shares reported in Lines 1 through 6 of Table 2. Norwest Venture Partners IX, LP ("NVP IX") is the record holder of the shares reported on Lines 7 through 12 of Table 2. Promod Haque, Matthew Howard, and Jeffrey Crowe are Co-Chief Executive Officers of NVP Associates, LLC ("NVP Associates"), the managing member of the general partners of NVP VIII and NVP IX. By virtue of such position, Mssrs. Haque, Howard and Crowe may be deemed to beneficially own the shares held of record by NVP VIII and NVP IX.

All Reporting Persons disclaim beneficial ownership of shares of FireEye, Inc. stock held by each other Reporting Person, except to the extent of their respective pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, any of the Reporting Persons are the beneficial owners of all of the equity securities covered by this statement.

Each of the Reporting Persons listed above hereby designates Promod Haque as its designated filer of Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder.



						NORWEST VENTURE PARTNERS VIII, LP
						By: 	Itasca VC Partners VIII, LLP
							Its General Partner
						By: 	NVP Associates, LLC
							Its Managing Member


						By:  /s/ Kurt L. Betcher
						Its Chief Financial Officer


						NORWEST VENTURE PARTNERS IX, LP
						By: 	Genesis VC Partners IX, LLC
							Its General Partner
      By: 	NVP Associates, LLC
							Its Managing Member


						By:  /s/ Kurt L. Betcher
						Its Chief Financial Officer




						By:  /s/ Kurt L. Betcher
PROMOD HAQUE
By: Kurt L. Betcher, as Attorney-in-Fact


						By:  /s/ Kurt L. Betcher
                                    MATTHEW HOWARD
                                    By: Kurt L. Betcher, as Attorney-in-Fact


						By:  /s/ Kurt L. Betcher
                                    JEFFREY CROWE
                                    By: Kurt L. Betcher, as Attorney-in-Fact