FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DHALIWAL SUNIL
2. Issuer Name and Ticker or Trading Symbol

Fastly, Inc. [ FSLY ]
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)

800 MENLO AVENUE, SUITE 220
3. Date of Earliest Transaction (MM/DD/YYYY)

5/21/2020
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/21/2020  C(1)  2323805 A$0.00 2323805 I See Footnote (2)
Class A Common Stock 5/21/2020  C(1)  629500 A$0.00 629500 I See Footnote (3)
Class A Common Stock 5/21/2020  J(4)  2323805 D$0.00 0 I See Footnote (2)
Class A Common Stock 5/21/2020  J(4)  629500 D$0.00 0 I See Footnote (3)
Class A Common Stock 5/21/2020  J(5)  655468 A$0.00 655468 I See Footnote (6)
Class A Common Stock 5/21/2020  J(5)  655468 D$0.00 0 I See Footnote (6)
Class A Common Stock 5/21/2020  J(7)  448174 A$0.00 551861 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (8)5/21/2020  C     2323805   (8) (8)Class A Common Stock 2323805 $0.00 774602 I See Footnote (2)
Class B Common Stock  (8)5/21/2020  C     629500   (8) (8)Class A Common Stock 629500 $0.00 209834 I See Footnote (3)

Explanation of Responses:
(1) Each share of Class B Common Stock converted into Class A Common Stock upon the election of the reporting person.
(2) These shares are held directly by Amplify Partners, L.P. The sole general partner is Amplify GP Partners, LLC. Sunil Dhaliwal, a member of the Issuer's Board of Directors, is a managing member of Amplify GP Partners, LLC, and may be deemed to have voting and investment power with respect to these securities. Amplify GP Partners, LLC and Sunil Dhaliwal disclaim beneficial ownership of the securities except to the extent of its or his pecuniary interest therein.
(3) These shares are held directly by AP Opportunity Fund LLC. The sole general partner is Amplify GP Partners, LLC. Sunil Dhaliwal, a member of the Issuer's Board of Directors, is a managing member of Amplify GP Partners, LLC, and may be deemed to have voting and investment power with respect to these securities. Amplify GP Partners, LLC and Sunil Dhaliwal disclaim beneficial ownership of the securities except to the extent of its or his pecuniary interest therein.
(4) The reporting person distributed, for no consideration, the shares of Class A Common Stock to its partners, representing each such partner's pro rata interest in such shares.
(5) The reporting person distributed, for no consideration, the shares of Class A Common Stock to its members.
(6) These shares are held directly by Amplify GP Partners, LLC. Sunil Dhaliwal, a member of the Issuer's Board of Directors, is a managing member of Amplify GP Partners, LLC, and may be deemed to have voting and investment power with respect to these securities. Amplify GP Partners, LLC and Sunil Dhaliwal disclaim beneficial ownership of the securities except to the extent of its or his pecuniary interest therein.
(7) Distribution, for no consideration, from Amplify GP Partners, LLC.
(8) Each share of Class B Common Stock will convert automatically into Class A Common Stock upon any transfer except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. All outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earliest of (i) the first trading day falling nine months after the date on which the shares of Class B Common Stock represent less than 10% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock, (ii) the date specified by the vote of the holders of Class B Common Stock representing at least a majority of the outstanding shares of Class B Common Stock, or (iii) the first trading day falling ten years after the Effective Time as defined in the Issuer's amended and restated certificate of incorporation.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
DHALIWAL SUNIL
800 MENLO AVENUE
SUITE 220
MENLO PARK, CA 94025
X



Signatures
/s/ Seth Gottlieb, Attorney-in-Fact5/26/2020
**Signature of Reporting PersonDate

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