| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/11/2019 |
3. Issuer Name and Ticker or Trading Symbol
CrowdStrike Holdings, Inc. [ CRWD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B common stock | (1) | (1) | Class A common stock | 81,291 | 0 | I | By Accel Growth Fund II L.P.(2) |
| Class B common stock | (1) | (1) | Class A common stock | 5,889 | 0 | I | By Accel Growth Fund II Strategic Partners L.P.(3) |
| Class B common stock | (1) | (1) | Class A common stock | 8,728 | 0 | I | By Accel Growth Fund Investors 2013 L.L.C.(4) |
| Class B common stock | (1) | (1) | Class A common stock | 366,137 | 0 | I | By Accel Leaders Fund L.P.(5) |
| Class B common stock | (1) | (1) | Class A common stock | 17,494 | 0 | I | By Accel Leaders Fund Investors 2016 L.L.C.(6) |
| Series B Redeemable Convertible Preferred Stock | (9) | (9) | Class B common stock | 12,065,478 | 0 | I | By Accel Growth Fund II L.P.(2) |
| Series B Redeemable Convertible Preferred Stock | (9) | (9) | Class B common stock | 874,022 | 0 | I | By Accel Growth Fund II Strategic Partners L.P.(3) |
| Series B Redeemable Convertible Preferred Stock | (9) | (9) | Class B common stock | 1,295,374 | 0 | I | By Accel Growth Fund Investors 2013 L.L.C.(4) |
| Series B Redeemable Convertible Preferred Stock | (9) | (9) | Class B common stock | 3,479,714 | 0 | I | By Accel London III L.P.(7) |
| Series B Redeemable Convertible Preferred Stock | (9) | (9) | Class B common stock | 79,004 | 0 | I | By Accel London Investors 2012 L.P.(8) |
| Series C Redeemable Convertible Preferred Stock | (10) | (10) | Class B common stock | 4,490,880 | 0 | I | By Accel Growth Fund II L.P.(2) |
| Series C Redeemable Convertible Preferred Stock | (10) | (10) | Class B common stock | 325,318 | 0 | I | By Accel Growth Fund II Strategic Partners L.P.(3) |
| Series C Redeemable Convertible Preferred Stock | (10) | (10) | Class B common stock | 482,150 | 0 | I | By Accel Growth Fund Investors 2013 L.L.C.(4) |
| Series C Redeemable Convertible Preferred Stock | (10) | (10) | Class B common stock | 1,295,180 | 0 | I | By Accel London III L.P.(7) |
| Series C Redeemable Convertible Preferred Stock | (10) | (10) | Class B common stock | 29,406 | 0 | I | By Accel London Investors 2012 L.P.(8) |
| Series D Redeemable Convertible Preferred Stock | (11) | (11) | Class B common stock | 1,563,692 | 0 | I | By Accel Growth Fund II L.P.(2) |
| Series D Redeemable Convertible Preferred Stock | (11) | (11) | Class B common stock | 113,274 | 0 | I | By Accel Growth Fund II Strategic Partners L.P.(3) |
| Series D Redeemable Convertible Preferred Stock | (11) | (11) | Class B common stock | 167,881 | 0 | I | By Accel Growth Fund Investors 2013 L.L.C.(4) |
| Series D Redeemable Convertible Preferred Stock | (11) | (11) | Class B common stock | 5,869,072 | 0 | I | By Accel Leaders Fund L.P.(5) |
| Series D Redeemable Convertible Preferred Stock | (11) | (11) | Class B common stock | 280,417 | 0 | I | By Accel Leaders Fund Investors 2016 L.L.C.(6) |
| Series D Redeemable Convertible Preferred Stock | (11) | (11) | Class B common stock | 773,097 | 0 | I | By Accel London III L.P.(7) |
| Series D Redeemable Convertible Preferred Stock | (11) | (11) | Class B common stock | 17,552 | 0 | I | By Accel London Investors 2012 L.P.(8) |
| Series E Redeemable Convertible Preferred Stock | (12) | (12) | Class B common stock | 514,903 | 0 | I | By Accel Growth Fund II L.P.(2) |
| Series E Redeemable Convertible Preferred Stock | (12) | (12) | Class B common stock | 37,300 | 0 | I | By Accel Growth Fund II Strategic Partners L.P.(3) |
| Series E Redeemable Convertible Preferred Stock | (12) | (12) | Class B common stock | 55,281 | 0 | I | By Accel Growth Fund Investors 2013 L.L.C.(4) |
| Series E Redeemable Convertible Preferred Stock | (12) | (12) | Class B common stock | 2,319,127 | 0 | I | By Accel Leaders Fund L.P.(5) |
| Series E Redeemable Convertible Preferred Stock | (12) | (12) | Class B common stock | 110,805 | 0 | I | By Accel Leaders Fund Investors 2016 L.L.C.(6) |
| 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. Accel Growth Fund II Associates L.L.C. is the general partner of Accel Growth Fund II L.P. and has the sole voting and investment power. The Reporting Person is a Managing Member of Accel Growth Fund II Associates L.L.C. along with Andrew G. Braccia, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong, who share voting and investment powers over such shares. The Reporting Person and each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein. |
| 3. Accel Growth Fund II Associates L.L.C. is the general partner of Accel Growth Fund II Strategic Partners L.P. and has the sole voting and investment power. The Reporting Person is a Managing Member of Accel Growth Fund II Associates L.L.C. along with Andrew G. Braccia, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong, who share voting and investment powers over such shares. The Reporting Person and each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein. |
| 4. The Reporting Person is a Managing Member of Accel Growth Fund Investors 2013 L.L.C. along with Andrew G. Braccia, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong, who share voting and investment powers over such shares. The Reporting Person and each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein. |
| 5. Accel Leaders Fund Associates L.L.C. is the general partner of Accel Leaders Fund L.P. and has the sole voting and investment power. The Reporting Person is a Managing Member of Accel Leaders Fund Associates L.L.C. along with Andrew G. Braccia, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong, who share voting and investment powers over such shares. The Reporting Person and each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein. |
| 6. The Reporting Person is a Managing Member of Accel Leaders Fund Investors 2016 L.L.C. along with Andrew G. Braccia, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong, who share voting and investment powers over such shares. The Reporting Person and each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein. |
| 7. Accel London III Associates L.L.C. is the general partner of Accel London III Associates L.P. which is the general partner of Accel London III L.P. and has the sole voting and investment power. Jonathan Biggs, Kevin Comolli, Sonali De Rycker, Bruce Golden and Hendrick Nelis are the Managers of Accel London III Associates L.L.C. and share voting and investment powers over such shares. Such Managers and the Reporting Person disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
| 8. Accel London III Associates L.L.C. is the general partner of Accel London Investors 2012 L.P. and has the sole voting and investment power. Jonathan Biggs, Kevin Comolli, Sonali De Rycker, Bruce Golden and Hendrick Nelis are the Managers of Accel London III Associates L.L.C. and share voting and investment powers over such shares. Such Managers and the Reporting Person disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
| 9. The Series B Redeemable Convertible Preferred Stock is convertible into Class B common stock, without the payment of additional consideration by the holder, immediately prior to the completion of the issuer's initial public offering on a one for one basis. This stock has no expiration date. |
| 10. The Series C Redeemable Convertible Preferred Stock is convertible into Class B common stock, without the payment of additional consideration by the holder, immediately prior to the completion of the issuer's initial public offering on a one for one basis. This stock has no expiration date. |
| 11. The Series D Redeemable Convertible Preferred Stock is convertible into Class B common stock, without the payment of additional consideration by the holder, immediately prior to the completion of the issuer's initial public offering on a one for one basis. This stock has no expiration date. |
| 12. The Series E Redeemable Convertible Preferred Stock is convertible into Class B common stock, without the payment of additional consideration by the holder, immediately prior to the completion of the issuer's initial public offering on a one for one basis. This stock has no expiration date. |
| Remarks: |
| Exhibit List - Exhibit 24.1 - Power of Attorney |
| /s/ Remie Solano, as Attorney-in-Fact for Sameer K. Gandhi | 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 30th day of May, 2019.
| Signature: | /s/ Sameer K. Gandhi | |
| Print Name: | Sameer K. Gandhi |