UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*

Cannae Holdings, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

13765N107
(CUSIP Number)

December 31, 2018
Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 Rule 13d-1(b)
 
  Rule 13d-1(c)
 
  Rule 13d-1(d)

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



1
Name of Reporting Person:
Abdiel Qualified Master Fund, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
 
2
Check the Appropriate Box if a Member of a Group
 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
Citizenship or Place of Organization

Cayman Islands
 

NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
618,458
EACH
REPORTING
PERSON
7
SOLE  DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
618,458
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
618,458
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9% *
 
12
TYPE OF REPORTING PERSON
PN
 

* Based on 71,861,598 shares of Common Stock outstanding as of October 31, 2018, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2018 filed with the Securities and Exchange Commission on November 8, 2018.
2


1
Names of Reporting Person:
Abdiel Capital, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
 
2
Check the Appropriate Box if a Member of a Group
 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
Citizenship or Place of Organization

Delaware
 

NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
21,542
EACH
REPORTING
PERSON
7
SOLE  DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
21,542
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
21,542
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1% *
 
12
TYPE OF REPORTING PERSON
PN
 

* Based on 71,861,598 shares of Common Stock outstanding as of October 31, 2018, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2018 filed with the Securities and Exchange Commission on November 8, 2018.

3


1
Names of Reporting Person:
Abdiel Capital Management, LLC
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
 
2
Check the Appropriate Box if a Member of a Group
 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
Citizenship or Place of Organization

Delaware
 

NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
640,000 *
EACH
REPORTING
PERSON
7
SOLE  DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
640,000 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
640,000 *
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9% **
 
12
TYPE OF REPORTING PERSON
OO
 

* Consists of 618,458 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 21,542 shares of Common Stock held by Abdiel Capital, LP.
** Based on 71,861,598 shares of Common Stock outstanding as of October 31, 2018, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2018 filed with the Securities and Exchange Commission on November 8, 2018.
4


1
Names of Reporting Person:
Abdiel Capital Advisors, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
 
2
Check the Appropriate Box if a Member of a Group
 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
Citizenship or Place of Organization

Delaware
 

NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
640,000 *
EACH
REPORTING
PERSON
7
SOLE  DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
640,000 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
640,000 *
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9% **
 
12
TYPE OF REPORTING PERSON
PN, IA
 

* Consists of 618,458 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 21,542 shares of Common Stock held by Abdiel Capital, LP.
** Based on 71,861,598 shares of Common Stock outstanding as of October 31, 2018, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2018 filed with the Securities and Exchange Commission on November 8, 2018.


5


1
Names of Reporting Person:
Colin T. Moran
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
 
2
Check the Appropriate Box if a Member of a Group
 
(a)
(b)
 
3
SEC USE ONLY
 
 
4
Citizenship or Place of Organization

United States
 

NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
640,000 *
EACH
REPORTING
PERSON
7
SOLE  DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
640,000 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
 640,000 *
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9% **
 
12
TYPE OF REPORTING PERSON
IN
 

* Consists of 618,458 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 21,542 shares of Common Stock held by Abdiel Capital, LP.
** Based on 71,861,598 shares of Common Stock outstanding as of October 31, 2018, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2018 filed with the Securities and Exchange Commission on November 8, 2018.
6

AMENDMENT NO. 1 TO SCHEDULE 13G (FINAL AMENDMENT)

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on May 21, 2018 (the “Schedule 13G”).  Terms defined in the Schedule 13G are used herein as so defined.

The following Items of the Schedule 13G are hereby amended and restated as follows:

Item 4
Ownership:
 
(a) through (c):
 
The information requested herein is incorporated by reference to the cover pages to this Amendment No. 1 to Schedule 13G.
 
Abdiel Capital Management, LLC and Abdiel Capital Advisors, LP serve as the general partner and the investment manager, respectively, of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP.  Colin T. Moran serves as managing member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which serves as the general partner of Abdiel Capital Advisors, LP.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 
Item 5
Ownership of Five Percent or Less of the Class:  
 
If this statement is being filed to report the fact that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following:  [X]
 
 





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SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  February 11, 2019

ABDIEL QUALIFIED MASTER FUND, LP

By: Abdiel Capital Management, LLC,
its General Partner

By:   /s/ Colin T. Moran
Colin T. Moran, Managing Member

ABDIEL CAPITAL, LP

By: Abdiel Capital Management, LLC,
its General Partner

By:      /s/ Colin T. Moran
Colin T. Moran, Managing Member

ABDIEL CAPITAL MANAGEMENT, LLC

By:       /s/ Colin T. Moran
Colin T. Moran, Managing Member


ABDIEL CAPITAL ADVISORS, LP

By: Abdiel Capital Partners, LLC,
its General Partner

By:       /s/ Colin T. Moran
Colin T. Moran, Managing Member


COLIN T. MORAN

By:      /s/ Colin T. Moran
Colin T. Moran, Individually



8