UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~ DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) of

~~The~~OF ~~Securities~~THE ~~Exchange~~SECURITIES ~~Act~~EXCHANGE ofACT OF 1934

Date of Report (Date of earliest event reported): July 15, 2020

July 8, 2020

FORESCOUT TECHNOLOGIES, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~ Specified in ~~its charter~~Charter)

Delaware	001-38253	~~001~~51-~~38253~~0406800	~~51-0406800~~
(State or other jurisdictionof incorporation)		(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

190 West Tasman Drive San Jose, California 95134

~~San~~ (Address ~~Jose,~~of ~~California~~principal ~~95134~~executive offices)

(Address of principal executive offices, including zip code)

(408) 213-3191

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares ($0.001 par value)		FSCT		NASDAQ Global Market

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	FSCT	The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

~~Indicate~~Emerging ~~by check mark whether the registrant is an emerging~~ growth company as¨ ~~defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).~~

~~Emerging~~If an emerging growth company, ☐indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

IfItem an8.01 ~~emerging~~Other growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ActEvents. ☐

~~Item~~On 2July 15, 2020, Forescout Technologies, Inc.~~02 Results~~ (the “Company”) issued a press release announcing the entry into an Amended and Restated Agreement and Plan of Merger ~~Operations~~(the “Amended and ~~Financial~~Restated ~~Condition~~Merger Agreement”) with Ferrari Group Holdings, L.P. (“Parent”) and Ferrari Merger Sub, Inc. (“Merger Sub”). The Amended and Restated Merger Agreement amends and restates the Agreement and Plan of Merger, dated as of February 6, 2020 among the Company, Parent and Merger Sub. A copy of the press release is attached as Exhibit 99.1 and is incorporated into this report by reference.

On July 8, 2020 Forescout Technologies, Inc. issued a press release announcing its preliminary unaudited financial results for the second quarter ended June 30, 2020, based upon preliminary unaudited financial information. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information set forth under this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description	~~Description~~
99.1	Press Release, dated July 15, 2020.	~~Press release, dated July 8, 2020.~~
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~SIGNATUREs

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	FORESCOUT TECHNOLOGIES, INC.
	ForeScout Technologies, Inc.
Date: July 8, 2020	By:	/s/ Darren J. Milliken
Date: July 15, 2020	By:	/s/ Darren J. Milliken
		Darren J. MillikenSenior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer
		Name:	Darren J. Milliken
		Title:	Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

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