SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CapitalG LP

(Last) (First) (Middle)
1600 AMPHITHEATRE PARKWAY

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CrowdStrike Holdings, Inc. [ CRWD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/31/2019 C 173,097 A $0.00(1) 173,097 I See Footnote(6)
Class A Common Stock 12/31/2019 S 173,097 D $50.12(2) 0 I See Footnote(6)
Class A Common Stock 01/02/2020 C 371,081 A $0.00(1) 371,081 I See Footnote(6)
Class A Common Stock 01/02/2020 S 371,081 D $50.26(3) 0 I See Footnote(6)
Class A Common Stock 01/03/2020 C 2,349,710 A $0.00(1) 2,349,710 I See Footnote(6)
Class A Common Stock 01/03/2020 S 908,486 D $50.6(4) 1,441,224 I See Footnote(6)
Class A Common Stock 01/03/2020 S 1,441,224 D $51.42(5) 0 I See Footnote(6)
Class A Common Stock 140,000 I See Footnote(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (8)(9) 12/31/2019 C 173,097 (8)(9) (8)(9) Class A Common Stock 173,097 $0.00 10,148,007 I See Footnote(6)
Class B Common Stock (8)(9) 01/02/2020 C 371,081 (8)(9) (8)(9) Class A Common Stock 371,081 $0.00 9,776,926 I See Footnote(6)
Class B Common Stock (8)(9) 01/03/2020 C 2,349,710 (8)(9) (8)(9) Class A Common Stock 2,349,710 $0.00 7,427,216 I See Footnote(6)
Class B Common Stock (8)(9) (8)(9) (8)(9) Class A Common Stock 8,133,626 8,133,626 I See Footnote(7)
1. Name and Address of Reporting Person*
CapitalG LP

(Last) (First) (Middle)
1600 AMPHITHEATRE PARKWAY

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CapitalG GP LLC

(Last) (First) (Middle)
1600 AMPHITHEATRE PARKWAY

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CapitalG 2015 LP

(Last) (First) (Middle)
1600 AMPHITHEATRE PARKWAY

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CapitalG 2015 GP LLC

(Last) (First) (Middle)
1600 AMPHITHEATRE PARKWAY

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Alphabet Inc.

(Last) (First) (Middle)
1600 AMPHITHEATRE PARKWAY

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
Explanation of Responses:
1. Shares of Class B Common Stock automatically converted into shares of Class A Common Stock effective immediately prior to the sale of such shares.
2. Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $50.03 to $50.31. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price.
3. Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $50.03 to $50.75. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price.
4. Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $50.03 to $50.99. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price.
5. Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $51.00 to $51.98. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price.
6. These shares are owned directly by CapitalG 2015 LP. CapitalG 2015 GP LLC, the general partner of CapitalG 2015 LP, Alphabet Holdings LLC, the managing member of CapitalG 2015 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to these shares. Each of CapitalG 2015 GP LLC, Alphabet Holdings LLC, XXVI Holdings Inc., and Alphabet Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
7. These shares are owned directly by CapitalG LP. CapitalG GP LLC, the general partner of CapitalG LP, Alphabet Holdings LLC, the managing member of CapitalG GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to these shares. Each of CapitalG GP LLC, Alphabet Holdings LLC, XXVI Holdings Inc., and Alphabet Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
8. The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis upon (i) the affirmative written election of the holder thereof or (ii) the occurrence of a transfer, except for certain transfers described in the Issuer's amended and restated certificate of incorporation (the "Restated Certificate") and has no expiration date.
9. In addition, Class B Common Stock will automatically convert into Class A Common Stock on the earliest of (i) the date specified by the holders of two-thirds of the then outstanding shares of Class B Common Stock, (ii) the date on which the number of outstanding shares of Class B Common Stock represents less than 5% of the number of outstanding shares of Class A Common Stock and Class B Common Stock, taken together as a single class, which calculation excludes certain Acquisition Securities, as defined in the Restated Certificate, and (iii) the date that is nine months after the death or permanent and total disability of the Issuer's founder, George Kurtz, provided that such date may be extended by a majority of the independent members of the Issuer's board of directors to a date that is not longer than 18 months from the date of such death or disability.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
CAPITALG LP, by: CapitalG GP LLC, its General Partner, by: /s/ Bryan S. Keighery, as attorney-in-fact for Jeremiah Gordon, General Counsel and Secretary 01/03/2020
CAPITALG GP LLC, by: /s/ Bryan S. Keighery, as attorney-in-fact for Jeremiah Gordon, General Counsel and Secretary 01/03/2020
CAPITALG 2015 LP, by: CapitalG 2015 GP LLC, its General Partner, by: /s/ Bryan S. Keighery, as attorney-in-fact for Jeremiah Gordon, General Counsel and Secretary 01/03/2020
CAPITALG 2015 GP LLC, by: /s/ Bryan S. Keighery, as attorney-in-fact for Jeremiah Gordon, General Counsel and Secretary 01/03/2020
ALPHABET INC., by: /s/ Bryan S. Keighery, as attorney-in-fact for Kathryn W. Hall, Assistant Secretary 01/03/2020
** 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 4 (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.
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                                                                      Exhibit 24

                               POWER OF ATTORNEY

     Each of the undersigned hereby constitutes and appoints each of Christopher
A. Rose and Bryan S. Keighery, acting individually or jointly, with full power
of substitution and resubstitution, to have full power and authority to act in
its or his name, place and stead and on the undersigned's behalf as its or his
true and lawful attorney-in-fact to:


     (1)    execute and deliver for and on behalf of the undersigned Forms 3, 4
            and 5 in accordance with Section 16(a) of the Securities Exchange
            Act of 1934, as amended (the "Exchange Act") as a result of the
            undersigned's ownership of or transaction in securities of
            CrowdStrike Holdings, Inc.;


     (2)    do and perform any and all acts for and on behalf of the undersigned
            that may be necessary or desirable to complete and execute any such
            filings, reports, schedules and forms (including any amendments,
            corrections, supplements or other changes thereto) and timely file
            such with the United States Securities and Exchange Commission and
            any stock exchange, self-regulatory association or any other
            authority or person as may be required by law; and


     (3)    take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required of, the
            undersigned, it being understood that the documents executed by such
            attorney-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 such attorney-in-fact may approve in his discretion.

     The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, 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 (i) any of the
undersigned's responsibilities to comply with the requirements of the Exchange
Act or any liability for the undersigned's failure to comply with such
requirements or (ii) any obligation or liability that the undersigned incurs for
profit disgorgement under Section 16(b) of the Exchange Act.

     This Power of Attorney shall continue in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact or by such attorneys-in-fact in a signed writing delivered to
the undersigned. This Power of Attorney hereby revokes any previous Power of
Attorney granted by the undersigned with respect to the matters contained
herein.

     IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney
this 2nd day of January 2020.


CAPITALG LP
By: CapitalG GP LLC, its General Partner

By: /s/ Jeremiah Gordon
    --------------------------------
Name:  Jeremiah Gordon
Title: General Counsel and Secretary

CAPITALG GP LLC

By: /s/ Jeremiah Gordon
    --------------------------------
Name:  Jeremiah Gordon
Title: General Counsel and Secretary

CAPITALG 2015 LP
By: CapitalG 2015 GP LLC, its General Partner

By: /s/ Jeremiah Gordon
    --------------------------------
Name:  Jeremiah Gordon
Title: General Counsel and Secretary

CAPITALG 2015 GP LLC

By: /s/ Jeremiah Gordon
    --------------------------------
Name:  Jeremiah Gordon
Title: General Counsel and Secretary

ALPHABET INC.

By: /s/ Kathryn W. Hall
    --------------------------------
Name:  Kathryn W. Hall
Title: Assistant Secretary