ServiceTitan (TTAN) Insider Filing: ICONIQ Distributions Reduce Fund Holdings
Rhea-AI Filing Summary
William J.G. Griffith, a director and reported >10% owner of ServiceTitan, Inc. (TTAN), filed a Form 4 disclosing multiple distributions of Class A common stock on 09/09/2025. Several ICONIQ-managed funds distributed shares for no consideration to their limited partners and to affiliated general partners, with distributions reported from ICONIQ Strategic Partners II, II-B, II Co-Invest (ST and ST-2), III, and III-B. The filing shows specific disposals of 359,020, 281,058, 147,885, 60,368, 73,323 and 78,346 shares, and a separate 357,924 share disposition noted, while the reporting person continues to report indirect holdings through multiple ICONIQ entities and certain trusts. The report states these distributions were made under the exemptions of Rules 16a-13 and 16a-9 and includes a standard disclaimer that the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.
Positive
- Timely, detailed disclosure of multiple fund-level distributions and post-transaction holdings
- Clear mapping of ICONIQ GP/LP relationships and trusts, improving transparency about indirect ownership
- Use of Section 16 exemptions (Rules 16a-13 and 16a-9) is explicitly stated
Negative
- Significant distributions of Class A shares from ICONIQ funds (e.g., 359,020; 281,058; 147,885; 357,924 shares) reduce fund-held positions
- Complex ownership structure may make it difficult for investors to quickly determine who ultimately controls the shares
Insights
TL;DR: Multiple fund-level distributions reduced fund-held Class A shares; disclosure clarifies indirect ownership and reliance on Section 16 exemptions.
The Form 4 documents non-sale distributions by several ICONIQ-managed funds on 09/09/2025, transferring shares for no consideration to limited partners and related GPs. The reporting person, William J.G. Griffith, reports indirect ownership across a complex GP/LP structure and excludes beneficial ownership except for any pecuniary interest. For investors, this filing is primarily a housekeeping disclosure of reallocation within ICONIQ funds rather than an open-market sale by the insider. The filing properly cites Rules 16a-13 and 16a-9 to support the distributions' treatment under Section 16.
TL;DR: Governance disclosure is detailed; the filing delineates entity relationships and trusteeship, reducing ambiguity about indirect holdings.
The report provides explicit mapping of general partner and parent GP relationships across ICONIQ Strategic Partners II, III and V series and notes that certain shares are held through family and estate-planning trusts. The reporting person expressly disclaims beneficial ownership of trust-held shares except to the extent of any pecuniary interest, which is a standard but important legal clarification under Section 16. The detailed explanatory footnotes strengthen transparency regarding control and ownership attribution.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class A Common Stock | 359,020 | $0.00 | -- |
| Other | Class A Common Stock | 281,058 | $0.00 | -- |
| Other | Class A Common Stock | 147,885 | $0.00 | -- |
| Other | Class A Common Stock | 60,368 | $0.00 | -- |
| Other | Class A Common Stock | 73,323 | $0.00 | -- |
| Other | Class A Common Stock | 78,346 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- On September 9, 2025, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") distributed, for no consideration, in the aggregate 359,020 shares of the Issuer's Class A Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ Strategic Partners II GP, L.P. ("ICONIQ II GP"), representing each such partner's pro rata interest in such ICONIQ II Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Shares it received in the distribution by ICONIQ II to its partners, representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ICONIQ II GP is the sole general partner of ICONIQ II, ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B"), ICONIQ Strategic Partners II Co-Invest, L.P. (ST Series) ("ICONIQ II ST") and ICONIQ Strategic Partners II Co-Invest, L.P. (ST-2 Series) ("ICONIQ II ST2"). ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ II Parent GP") is the sole general partner of ICONIQ II GP. ICONIQ Strategic Partners III GP, L.P. ("ICONIQ III GP") is the sole general partner of ICONIQ Strategic Partners III, L.P. ("ICONIQ III") and ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ III Parent GP") is the sole general partner of ICONIQ III GP. ICONIQ Strategic Partners V GP, L.P. ("ICONIQ V GP") is the sole general partner of ICONIQ Strategic Partners V, L.P. ("ICONIQ V"), ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"), ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST) ("ICONIQ V ST") and (continued) ICONIQ Strategic Partners V Co-Invest, L.P. (Series ST2) ("ICONIQ V ST2"). ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ V Parent GP") is the sole general partner of ICONIQ V GP. Divesh Makan and the Reporting Person are the sole equity holders of ICONIQ II Parent GP and ICONIQ III Parent GP and Divesh Makan, the Reporting Person and Matthew Jacobson are the sole equity holders of ICONIQ V Parent GP. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. On September 9, 2025, ICONIQ II-B distributed, for no consideration, in the aggregate 281,058 shares of the Issuer's Class A Common Stock (the "ICONIQ II-B Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II-B Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II-B Shares it received in the distribution by ICONIQ II-B to its partners, representing each such partner's pro rata interest in such ICONIQ II-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act. On September 9, 2025, ICONIQ II ST distributed, for no consideration, in the aggregate 147,885 shares of the Issuer's Class A Common Stock (the "ICONIQ II ST Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II ST Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II ST Shares it received in the distribution by ICONIQ II ST to its partners, representing each such partner's pro rata interest in such ICONIQ II ST Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act. On September 9, 2025, ICONIQ II ST2 distributed, for no consideration, in the aggregate 60,368 shares of the Issuer's Class A Common Stock (the "ICONIQ II ST2 Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II ST2 Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II ST2 Shares it received in the distribution by ICONIQ II ST2 to its partners, representing each such partner's pro rata interest in such ICONIQ II ST2 Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act. On September 9, 2025, ICONIQ III distributed, for no consideration, in the aggregate 73,323 shares of the Issuer's Class A Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act. On September 9, 2025, ICONIQ III-B distributed, for no consideration, in the aggregate 78,346 shares of the Issuer's Class A Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act. The shares are held by the Reporting Person through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes an aggregate of 95,970 ICONIQ II Shares, ICONIQ II-B Shares, ICONIQ II ST Shares, ICONIQ II ST2 Shares, ICONIQ III Shares and ICONIQ III-B Shares received in the distributions described herein. The Reporting Person disclaims beneficial ownership of the shares held by such trusts for purposes of Section 16 of the Exchange Act, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
