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) |
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 | ||||
Series A-1 Convertible Preferred Stock | (1)(6) | (1)(6) | Class B Common Stock | 48,450,000 | (1)(6) | D | |
Series A-1 Convertible Preferred Stock | (1)(6) | (1)(6) | Class B Common Stock | 1,550,000 | (1)(6) | I | See Footnotes(1)(2)(3)(4)(5) |
Series B Convertible Preferred Stock | (1)(6) | (1)(6) | Class B Common Stock | 2,758,718 | (1)(6) | D | |
Series B Convertible Preferred Stock | (1)(6) | (1)(6) | Class B Common Stock | 88,256 | (1)(6) | I | See Footnotes(1)(2)(3)(4)(5) |
Series C Convertible Preferred Stock | (1)(6) | (1)(6) | Class B Common Stock | 951,756 | (1)(6) | D | |
Series C Convertible Preferred Stock | (1)(6) | (1)(6) | Class B Common Stock | 30,448 | (1)(6) | I | See Footnotes(1)(2)(3)(4)(5) |
Series D Convertible Preferred Stock | (1)(6) | (1)(6) | Class B Common Stock | 1,075,200 | (1)(6) | D | |
Series D Convertible Preferred Stock | (1)(6) | (1)(6) | Class B Common Stock | 34,398 | (1)(6) | I | See Footnotes(1)(2)(3)(4)(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. See Exhibit 99.1; Note 1. |
2. See Exhibit 99.1; Note 2. |
3. See Exhibit 99.1; Note 3. |
4. See Exhibit 99.1; Note 4. |
5. See Exhibit 99.1; Note 5. |
6. See Exhibit 99.1; Note 6. |
Remarks: |
Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures |
WARBURG PINCUS PRIVATE EQUITY X, L.P. By: WP X, L.P., its GP By: WP X GP L.P., its GP By: WPP GP LLC, its GP By: WPP, L.P., its MM By: WPP GP LLC, its GP By: WP & Co., its MM By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 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 99.1
Designated Filer: |
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Warburg Pincus Private Equity X, L.P. |
Issuer & Ticker Symbol: |
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CrowdStrike Holdings, Inc. [CRWD] |
Date of EventRequiring Statement: |
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June 11, 2019 |
Explanation of Responses:
(1) This Form 3 is filed on behalf of the Warburg Pincus Entities (as defined below). Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (WPPE X), is a holder of record of 48,450,000 shares of Series A-1 Convertible Preferred Stock (the Series A-1 Preferred) of CrowdStrike Holdings, Inc. (the Issuer), 2,758,718 shares of Series B Convertible Preferred Stock (the Series B Preferred) of the Issuer, 951,756 shares of Series C Convertible Preferred Stock (the Series C Preferred) of the Issuer and 1,075,200 shares of Series D Convertible Preferred Stock (the Series D Preferred) of the Issuer. Warburg Pincus X Partners, L.P., a Delaware limited partnership (WPXP and together with WPPE X, the WPP Funds), is a holder of record of 1,550,000 shares of Series A-1 Preferred of the Issuer, 88,256 of Series B Preferred of the Issuer, 30,448 of Serise C Preferred of the Issuer and 34,398 of Series D Preferred of the Issuer. Immediately prior to the completion of the Issuers initial public offering, each share of Series A-1 Preferred, Series B Preferred, Series C Preferred and Series D Preferred shall be automatically converted into one share of Class B Common Stock, par value $0.0005 per share (the Class B Stock) of the Issuer.
(2) Warburg Pincus X, L.P., a Delaware limited partnership (WP X LP), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership (WP X GP), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company (WPP GP), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership (WP Partners), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company (WP Partners GP), is the general partner of WP Partners.
(3) Warburg Pincus & Co., a New York general partnership (WP), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company (WP LLC), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Entities except to the extent of their pecuniary interest therein. Mr. Landy also serves as a director of the Issuer and is reporting on a separate Form 3.
(4) Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the Warburg Pincus Entities.
(5) By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the Exchange Act), the Warburg Pincus Entities and certain affiliates may be deemed to be beneficial owners of the Class A Stock of the Issuer and Class B Stock of the Issuer held collectively by the WPP Funds. The Warburg Pincus Entities and such affiliates disclaim beneficial ownership of such Class A Stock of the Issuer and Class B Stockof the Issuer except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.
(6) Each share of Class B Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Stock. In addition, all shares of Class B Stock will automatically convert into shares Class A Stock on the earliest of (i) the date specified by the holders of two-thirds of the then outstanding shares of the Issuers Class B Stock, (ii) the date on which the number of outstanding shares of the Issuers Class B Stock represents less than 5% of the number of outstanding shares of the Issuers Class A Stock and the Issuers Class B Stock, taken together as a single class, which calculation excludes certain Acquisition Securities, as defined in the Issuers amended and restated certificate of incorporation to be in effect after the completion of the Issuers public offering and (iii) the date that is nine months after the death or permanent and total disability of the Issuers founder, George Kurtz, provided that such date may be extended by a majority of the independent members of the Issuers board of directors to a date that is not longer than 18 months from the date of such death or disability.
Designated Filer: |
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Warburg Pincus Private Equity X, L.P. |
Issuer & Ticker Symbol: |
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CrowdStrike Holdings, Inc. [CRWD] |
Date of EventRequiring Statement: |
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June 11, 2019 |
Exhibit 99.2 - Joint Filer Information
Joint Filers: |
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1. Name: |
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Warburg Pincus Private Equity X, L.P. |
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Address: C/O WARBURG PINCUS LLC |
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450 LEXINGTON AVENUE |
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New York, NY 10017 |
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2. Name: |
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Warburg Pincus X Partners, L.P. |
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Address: C/O WARBURG PINCUS LLC |
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450 LEXINGTON AVENUE |
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New York, NY 10017 |
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3. Name: |
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Warburg Pincus X GP L.P. |
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Address: C/O WARBURG PINCUS LLC |
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450 LEXINGTON AVENUE |
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New York, NY 10017 |
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4. Name: |
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Warburg Pincus X, L.P. |
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Address: C/O WARBURG PINCUS LLC |
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450 LEXINGTON AVENUE |
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New York, NY 10017 |
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5. Name: |
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WPP GP LLC |
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Address: C/O WARBURG PINCUS LLC |
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450 LEXINGTON AVENUE |
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New York, NY 10017 |
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6. Name: |
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Warburg Pincus Partners, L.P. |
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Address: C/O WARBURG PINCUS LLC |
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450 LEXINGTON AVENUE |
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New York, NY 10017 |
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7. Name: |
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Warburg Pincus Partners GP LLC |
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Address: C/O WARBURG PINCUS LLC |
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450 LEXINGTON AVENUE |
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New York, NY 10017 |
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8. Name: |
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Warburg Pincus & Co. |
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Address: C/O WARBURG PINCUS LLC |
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450 LEXINGTON AVENUE |
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New York, NY 10017 |
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9. Name: |
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Warburg Pincus LLC |
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Address: C/O WARBURG PINCUS LLC |
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450 LEXINGTON AVENUE |
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New York, NY 10017 |
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10. Name: |
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Charles R. Kaye |
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Address: C/O WARBURG PINCUS LLC |
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450 LEXINGTON AVENUE |
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New York, NY 10017 |
Designated Filer: |
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Warburg Pincus Private Equity X, L.P. |
Issuer & Ticker Symbol: |
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CrowdStrike Holdings, Inc. [CRWD] |
Date of EventRequiring Statement: |
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June 11, 2019 |
Exhibit 99.3 - Joint Filers Signatures
WARBURG PINCUS PRIVATE EQUITY X, L.P. |
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By: |
Warburg Pincus X, L.P., its general partner |
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By: |
Warburg Pincus X GP L.P., its general partner |
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By: |
WPP GP LLC, its general partner |
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By: |
Warburg Pincus Partners, L.P., its managing member |
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By: |
Warburg Pincus Partners GP LLC, its general partner |
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By: |
Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Date: |
June 11, 2019 | |
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Name: Robert B. Knauss |
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Title: Partner |
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WARBURG PINCUS X PARTNERS, L.P. |
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By: |
Warburg Pincus X, L.P., its general partner |
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By: |
Warburg Pincus X GP L.P., its general partner |
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By: |
WPP GP LLC, its general partner |
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By: |
Warburg Pincus Partners, L.P., its managing member |
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By: |
Warburg Pincus Partners GP LLC, its general partner |
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By: |
Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Date: |
June 11, 2019 | |
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Name: Robert B. Knauss |
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Title: Partner |
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WARBURG PINCUS X, L.P. |
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By: |
Warburg Pincus X GP L.P., its general partner |
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By: |
WPP GP LLC, its general partner |
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By: |
Warburg Pincus Partners, L.P., its managing member |
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By: |
Warburg Pincus Partners GP LLC, its general partner |
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By: |
Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Date: |
June 11, 2019 | |
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Name: Robert B. Knauss |
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Title: Partner |
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WARBURG PINCUS X GP L.P. |
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By: |
WPP GP LLC, its general partner |
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By: |
Warburg Pincus Partners, L.P., its managing member |
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By: |
Warburg Pincus Partners GP LLC, its general partner |
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By: |
Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Date: |
June 11, 2019 | |
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Name: Robert B. Knauss |
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Title: Partner |
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WPP GP LLC |
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By: |
Warburg Pincus Partners, L.P., its managing member |
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By: |
Warburg Pincus Partners GP LLC, its general partner |
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By: |
Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Date: |
June 11, 2019 | |
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Name: Robert B. Knauss |
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Title: Partner |
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WARBURG PINCUS PARTNERS, L.P. |
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By: |
Warburg Pincus Partners GP LLC, its general partner |
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By: |
Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Date: |
June 11, 2019 | |
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Name: Robert B. Knauss |
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Title: Partner |
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WARBURG PINCUS PARTNERS GP LLC |
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By: |
Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Date: |
June 11, 2019 | |
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Name: Robert B. Knauss |
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Title: Partner |
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WARBURG PINCUS & CO. |
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By: |
/s/ Robert B. Knauss |
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Date: |
June 11, 2019 | |
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Name: Robert B. Knauss |
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Title: Partner |
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WARBURG PINCUS LLC |
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By: |
/s/ Robert B. Knauss |
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Date: |
June 11, 2019 | |
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Name: Robert B. Knauss |
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Title: Managing Director |
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CHARLES R. KAYE |
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By: |
/s/ Robert B. Knauss |
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Date: |
June 11, 2019 | |
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Name: Charles R. Kaye |
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By: Robert B. Knauss, Attorney-in-Fact* |
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* The Power of Attorney given by Mr. Kaye was previously filed with the U.S. Securities & Exchange Commission on July 12, 2016 as an exhibit to the Schedule 13D filed by WEX Inc. and is hereby incorporated by reference.