Chief Executive Officer Mahdessian Ara converted options into 85,340 shares and sold $9,530,338 worth of shares (85,340 units at $111.67) (SEC Form 4)
$TTAN
Computer Software: Prepackaged Software
Technology
| 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). | |||||||||||||||||
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ServiceTitan, Inc. [ TTAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/16/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 07/16/2025 | C(1) | 42,674 | A | $0 | 42,674 | I | By the AMKE Trust dated February 1, 2019 | ||
| Class A Common Stock | 07/16/2025 | S(2) | 17,996 | D | $110.84(3) | 24,678 | I | By the AMKE Trust dated February 1, 2019 | ||
| Class A Common Stock | 07/16/2025 | S(2) | 24,383 | D | $110.84(4) | 295 | I | By the AMKE Trust dated February 1, 2019 | ||
| Class A Common Stock | 07/16/2025 | S(2) | 295 | D | $110.84(5) | 0 | I | By the AMKE Trust dated February 1, 2019 | ||
| Class A Common Stock | 07/17/2025 | C(1) | 42,666 | A | $0 | 42,666 | I | By the AMKE Trust dated February 1, 2019 | ||
| Class A Common Stock | 07/17/2025 | S(2) | 18,049 | D | $112.51(6) | 24,617 | I | By the AMKE Trust dated February 1, 2019 | ||
| Class A Common Stock | 07/17/2025 | S(2) | 23,137 | D | $112.51(7) | 1,480 | I | By the AMKE Trust dated February 1, 2019 | ||
| Class A Common Stock | 07/17/2025 | S(2) | 1,480 | D | $112.51(8) | 0 | I | By the AMKE Trust dated February 1, 2019 | ||
| Class A Common Stock | 0.75 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (9) | 07/16/2025 | C(1) | 42,674 | (9) | (9) | Class A Common Stock | 42,674 | $0 | 4,896,347(10)(11)(12) | I | By the AMKE Trust dated February 1, 2019 | |||
| Class B Common Stock | (9) | 07/17/2025 | C(1) | 42,666 | (9) | (9) | Class A Common Stock | 42,666 | $0 | 4,853,681(11)(12) | I | By the AMKE Trust dated February 1, 2019 | |||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 3,289,741 | 3,289,741(10) | D | ||||||||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 185,366 | 185,366(11) | I | By AM 2025 GRAT | |||||||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 185,366 | 185,366(12) | I | By KE 2025 GRAT | |||||||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 429,035 | 429,035 | I | By KE 2024 GRAT | |||||||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 429,035 | 429,035 | I | By AM 2024 GRAT | |||||||
| Explanation of Responses: |
| 1. Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person. |
| 2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on April 15, 2025. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.75 to $110.74. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.75 to $111.74. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.75 to $111.94. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.40 to $112.39. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.40 to $113.39. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.40 to $113.61. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 9. 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. |
| 10. Reflects the transfer of 23,804 shares of Class B Common Stock from the Reporting Person to the AMKE Trust following the vesting of restricted stock units June 24, 2025. Such transfer was exempt from reporting pursuant to Rule 16a-13. |
| 11. Reflects the following: (i) the July 2, 2025 transfer of 185,366 shares of Class B Common Stock from the AMKE Trust to the Reporting Person; and (ii) the subsequent July 2, 2025 transfer of 185,366 shares of Class B Common Stock from the Reporting Person to the AM 2025 GRAT. Such transfers were exempt from reporting pursuant to Rule 16a-13. |
| 12. Reflects the following: (i) the July 2, 2025 transfer of 185,366 shares of Class B Common Stock from the AMKE Trust to the Reporting Person's spouse; and (ii) the subsequent July 2, 2025 transfer of 185,366 shares of Class B Common Stock from the Reporting Person's spouse to the KE 2025 GRAT. Such transfers were exempt from reporting pursuant to Rule 16a-13. |
| /s/ Olive Huang, Attorney-in-Fact | 07/17/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||