FORM 4
[X] 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 *

Mills Matt
2. Issuer Name and Ticker or Trading Symbol

Sailpoint Technologies Holdings, Inc. [ SAIL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President, Worldwide Field Ops
(Last)          (First)          (Middle)

C/O SAILPOINT TECHNOLOGIES HOLDINGS, INC, 11120 FOUR POINTS DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

8/16/2022
(Street)

AUSTIN, TX 78726
(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
Common Stock 8/16/2022  D(1)  158804 (2)D$0 (1)(2)0 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
Stock Option (right to buy) $21.97 8/16/2022  D (3)    140186   (3)(4)9/3/2029 Common Stock 140186.0 $0 (3)0 D  
Stock Option (right to buy) $25.42 8/16/2022  D (3)    50279   (3)(5)2/5/2030 Common Stock 50279.0 $0 (3)0 D  
Stock Option (right to buy) $60.78 8/16/2022  D (3)    42277   (3)(6)2/17/2031 Common Stock 42277.0 $0 (3)0 D  
Stock Option (right to buy) $39.75 8/16/2022  D (3)    67763   (3)(7)2/10/2032 Common Stock 67763.0 $0 (3)0 D  

Explanation of Responses:
(1) Pursuant to the Agreement and Plan of Merger, dated April 10, 2022 (the Merger Agreement), by and among SailPoint Technologies Holdings, Inc. (Issuer), SailPoint Intermediate Holdings III, LP (f/k/a Project Hotel California Holdings, LP) (Parent) and Project Hotel California Merger Sub, Inc. (Merger Sub), on August 16, 2022, Merger Sub merged with and into Issuer, with Issuer surviving the merger as a wholly-owned subsidiary of Parent (such merger and the other transactions contemplated by the Merger Agreement, the Merger). At the effective time of the Merger, each then outstanding share of Issuer common stock was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $65.25, without interest thereon and less any applicable withholding taxes.
(2) Includes restricted stock units (RSUs). At the Effective Time, each RSU award that was vested and outstanding immediately prior to the Effective Time (Vested RSU) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to $65.25 multiplied by the total number of shares of such Vested RSU, subject to any required withholding of taxes. Each RSU that was outstanding immediately prior to the Effective Time and not a Vested RSU (Unvested RSU) was automatically converted into the contingent right to receive an amount in cash, without interest, equal to $65.25 multiplied by the total number of shares underlying such RSU, in each case subject to the same terms and conditions that applied to the Unvested RSU as in effect immediately prior to the Effective Time.
(3) Each option to purchase shares of Issuer common stock (Option) that was vested and outstanding immediately prior to the Effective Time (Vested Option) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to (x) the difference between $65.25 and the per share exercise price of such Vested Option, multiplied by (y) the total number of shares underlying such Vested Option, subject to any required withholding of taxes. Each Option that was outstanding but unvested immediately prior to the Effective Time (Unvested Option) was automatically converted into the contingent right to receive an amount in cash, without interest, equal to (x) the difference between $65.25 and the per share exercise price of such Unvested Option multiplied by (y) the total number of shares underlying such Unvested Option, in each case subject to the same terms and conditions that applied to the Unvested Option immediately prior to the Effective Time.
(4) This Option was granted on September 3, 2019. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.
(5) This Option was granted on February 5, 2020. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.
(6) This Option was granted on February 17, 2021. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.
(7) This Option was granted on February 10, 2022. 25% vests on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Mills Matt
C/O SAILPOINT TECHNOLOGIES HOLDINGS, INC
11120 FOUR POINTS DRIVE, SUITE 100
AUSTIN, TX 78726


President, Worldwide Field Ops

Signatures
/s/ Ryan Clyde, attorney-in-fact8/16/2022
**Signature of Reporting PersonDate


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 control number.
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