SEC Filing | CrowdStrike Holdings, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Podbere Burt W.

(Last)

(First)

(Middle)

C/O CROWDSTRIKE HOLDINGS, INC.

150 MATHILDA PLACE, SUITE 300

(Street)

SUNNYVALE

94086

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2019

3. Issuer Name and Ticker or Trading Symbol
CrowdStrike Holdings, Inc. [ CRWD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF FINANCIAL OFFICER

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	1,338,299⁽²⁾	0	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Class B common stock	50,000	0	D
Stock Options (Right to Buy)	⁽⁴⁾	11/19/2025	Class B common stock	70,868	1.67	D
Stock Options (Right to Buy)	⁽⁵⁾	09/25/2028	Class B common stock	42,709	11.13	D

Explanation of Responses:

1. Each share of Class B common stock is convertible at any time at the option of the Reporting Person into one share of Class A common stock and has no expiration date. All shares of Class B common stock will automatically convert into shares of Class A common stock upon the occurrence of certain specified events.

2. All or a portion of the Class B common stock was issued in connection with the exercise of an unvested stock option subject to an early exercise provision, and as such, the unvested portion may be repurchased by the Company at the original exercise price paid by the Reporting Person for the shares.

3. The shares represent unvested restricted stock units ("RSUs") granted on September 25, 2018, with 25% of the RSUs vesting on September 20, 2019 and 1/16 of the RSUs vesting quarterly thereafter; provided that no RSUs will vest until the earlier of (A) a change in control of the issuer or (B) the first quarterly vesting date occurring following the expiration of the lock-up period established in connection with the issuer's initial public offering.

4. The stock options were granted on November 19, 2015 and include (i) 37,500 stock options that vest in equal installments over nine months beginning on January 16, 2020 until all the shares vest on September 16, 2020 and (ii) 33,368 stock options were issued as part of a larger grant in which 25% of the stock options vested on September 16, 2016, and 1/48 of the stock options vest monthly thereafter for the following 36 months.

5. The stock options were granted on September 25, 2018 and vest in 48 equal monthly installments beginning on October 25, 2018.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Remie Solano, as Attorney-in-Fact for Burt W. Podbere	06/11/2019
	** Signature of Reporting Person	Date
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 5 (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 Number.

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Cathleen Anderson, Remie Solano, Jim Sullivan and Mike Forman, as the undersigned’s true and lawful attorneys-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder of CrowdStrike Holdings, Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Exchange Act;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in the discretion of any of such attorneys-in-fact.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29^th day of May, 2019.

Signature: /s/ Burt W. Podbere

Print Name: Burt W. Podbere