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 *

Luongo Paul
2. Issuer Name and Ticker or Trading Symbol

Fastly, Inc. [ FSLY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
General Counsel
(Last)          (First)          (Middle)

C/O FASTLY, INC., 475 BRANNAN STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

5/26/2020
(Street)

SAN FRANCISCO, CA 94107
(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 5/26/2020  C(1)  2084 A$0 (1)308538 D  
Class A Common Stock 5/26/2020  S(2)  684 D$39.55 (3)307854 D  
Class A Common Stock 5/26/2020  S(2)  1200 D$40.39 (4)306654 D  
Class A Common Stock 5/26/2020  S(2)  200 D$41.55 (5)306454 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
Employee Stock Option (Right to Buy) $7.5 5/26/2020  M     2084   (6)12/19/2028 Class B Common Stock 2084.0 $0 64580 D  
Class B Common Stock $7.5 5/26/2020  M   2084     (7) (7)Class A Common Stock 2084.0 $0 294214 D  
Class B Common Stock  (7)5/26/2020  C (1)    2084   (7) (7)Class A Common Stock 2084.0 $0 292130 D  

Explanation of Responses:
(1) Each share of Class B Common Stock converted automatically into Class A Common Stock upon the election of the Reporting Person.
(2) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.06 to $39.96. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (5) of this Form 4.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.06 to $40.91, inclusive.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.25 to $41.85, inclusive.
(6) 1/48th of the stock option vested and became exercisable on January 19, 2019, and thereafter vested as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.
(7) Each share of Class B Common Stock will convert automatically into Class A Common Stock upon (a) the death of the Reporting Person, or (b) any transfer except certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. Following the closing of the initial public offering, 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
Luongo Paul
C/O FASTLY, INC.
475 BRANNAN STREET, SUITE 300
SAN FRANCISCO, CA 94107


General Counsel

Signatures
/s/ Seth Gottlieb, Attorney-in-Fact5/28/2020
**Signature of Reporting PersonDate

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