UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

(Amendment No. 1) *

Crowdstrike Holdings, Inc.

Class A Common Stock

22788C 10 5

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o            Rule 13d-1(b)

o            Rule 13d-1(c)

x           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 disclosures provided in a prior cover page.

The information required on 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)         This Schedule 13G is filed by Institutional Venture Partners XVI, L.P. (“IVP XVI”), Institutional Venture Management XVI, LLC (“IVM XVI”), Todd C. Chaffee (“Chaffee”), Norman A. Fogelsong (“Fogelsong”), Stephen J. Harrick (“Harrick”), J. Sanford Miller (“Miller”), Dennis B. Phelps (“Phelps”), Eric Liaw (“Liaw”), Somesh Dash (“Dash”) and Jules A. Maltz (“Maltz” together with IVP XVI, IVM XVI, Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw and Dash, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares reported herein are shares of Class A Common Stock held by IVP XVI.  IVM XVI serves as the sole general partner of IVP XVI and has sole voting and investment control over the shares owned by IVP XVI and may be deemed to own beneficially the shares held by IVP XVI.  IVM XVI owns no securities of the Issuer directly.  Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are Managing Directors of IVM XVI and share voting and dispositive power over the shares held by IVP XVI, and may be deemed to own beneficially the shares held by IVP XVI.  The Managing Directors own no securities of the Issuer directly.

(3)         Based on 188,279,983 shares of Class A Common Stock outstanding (as of November 30, 2020), as reported by the Issuer on a Form 10-Q for the quarterly period ended October 31, 2020 filed with the SEC on December 3, 2020 (the “Form 10-Q”).

2

(1)         This Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares reported herein are shares of Class A Common Stock held by IVP XVI.  IVM XVI serves as the sole general partner of IVP XVI and has sole voting and investment control over the shares owned by IVP XVI and may be deemed to own beneficially the shares held by IVP XVI.  IVM XVI owns no securities of the Issuer directly.  Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are Managing Directors of IVM XVI and share voting and dispositive power over the shares held by IVP XVI, and may be deemed to own beneficially the shares held by IVP XVI.  The Managing Directors own no securities of the Issuer directly.

(3)         Based on 188,279,983 shares of Class A Common Stock outstanding (as of November 30, 2020) as reported by the Issuer on the Form 10-Q.

3

(1)         This Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares reported herein are shares of Class A Common Stock held by IVP XVI.  IVM XVI serves as the sole general partner of IVP XVI and has sole voting and investment control over the shares owned by IVP XVI and may be deemed to own beneficially the shares held by IVP XVI.  IVM XVI owns no securities of the Issuer directly.  Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are Managing Directors of IVM XVI and share voting and dispositive power over the shares held by IVP XVI, and may be deemed to own beneficially the shares held by IVP XVI.  The Managing Directors own no securities of the Issuer directly.

(3)         Based on 188,279,983 shares of Class A Common Stock outstanding (as of November 30, 2020) as reported by the Issuer on the Form 10-Q.

4

(1)         This Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares reported herein are shares of Class A Common Stock held by Norman A. Fogelsong.

(3)         The shares reported herein are shares of Class A Common Stock held by IVP XVI.  IVM XVI serves as the sole general partner of IVP XVI and has sole voting and investment control over the shares owned by IVP XVI and may be deemed to own beneficially the shares held by IVP XVI.  IVM XVI owns no securities of the Issuer directly.  Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are Managing Directors of IVM XVI and share voting and dispositive power over the shares held by IVP XVI, and may be deemed to own beneficially the shares held by IVP XVI.  The Managing Directors own no securities of the Issuer directly.

(4)         Based on 188,279,983 shares of Class A Common Stock outstanding (as of November 30, 2020) as reported by the Issuer on the Form 10-Q.

5

(1)         This Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares reported herein are shares of Class A Common Stock held by Stephen J. Harrick.

(3)         The shares reported herein are shares of Class A Common Stock held by IVP XVI.  IVM XVI serves as the sole general partner of IVP XVI and has sole voting and investment control over the shares owned by IVP XVI and may be deemed to own beneficially the shares held by IVP XVI.  IVM XVI owns no securities of the Issuer directly.  Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are Managing Directors of IVM XVI and share voting and dispositive power over the shares held by IVP XVI, and may be deemed to own beneficially the shares held by IVP XVI.  The Managing Directors own no securities of the Issuer directly.

(4)         Based on 188,279,983 shares of Class A Common Stock outstanding (as of November 30, 2020) as reported by the Issuer on the Form 10-Q.

6

(1)         This Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares reported herein are shares of Class A Common Stock held by J. Sanford Miller.

(3)         The shares reported herein are shares of Class A Common Stock held by IVP XVI.  IVM XVI serves as the sole general partner of IVP XVI and has sole voting and investment control over the shares owned by IVP XVI and may be deemed to own beneficially the shares held by IVP XVI.  IVM XVI owns no securities of the Issuer directly.  Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are Managing Directors of IVM XVI and share voting and dispositive power over the shares held by IVP XVI, and may be deemed to own beneficially the shares held by IVP XVI.  The Managing Directors own no securities of the Issuer directly.

(4)         Based on 188,279,983 shares of Class A Common Stock outstanding (as of November 30, 2020) as reported by the Issuer on the Form 10-Q.

7

(1)         This Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares reported herein are shares of Class A Common Stock held by The Dennis B. Phelps Jr. Revocable Living Trust.

(3)         The shares reported herein are shares of Class A Common Stock held by IVP XVI.  IVM XVI serves as the sole general partner of IVP XVI and has sole voting and investment control over the shares owned by IVP XVI and may be deemed to own beneficially the shares held by IVP XVI.  IVM XVI owns no securities of the Issuer directly.  Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are Managing Directors of IVM XVI and share voting and dispositive power over the shares held by IVP XVI, and may be deemed to own beneficially the shares held by IVP XVI.  The Managing Directors own no securities of the Issuer directly.

(4)         Based on 188,279,983 shares of Class A Common Stock outstanding (as of November 30, 2020) as reported by the Issuer on the Form 10-Q.

8

(1)         This Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares reported herein are shares of Class A Common Stock held by Eric Liaw.

(3)         The shares reported herein are shares of Class A Common Stock held by IVP XVI.  IVM XVI serves as the sole general partner of IVP XVI and has sole voting and investment control over the shares owned by IVP XVI and may be deemed to own beneficially the shares held by IVP XVI.  IVM XVI owns no securities of the Issuer directly.  Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are Managing Directors of IVM XVI and share voting and dispositive power over the shares held by IVP XVI, and may be deemed to own beneficially the shares held by IVP XVI.  The Managing Directors own no securities of the Issuer directly.

(4)         Based on 188,279,983 shares of Class A Common Stock outstanding (as of November 30, 2020) as reported by the Issuer on the Form 10-Q.

9

(1)         This Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares reported herein are shares of Class A Common Stock held by Somesh Dash.

(3)   The shares reported herein are shares of Class A Common Stock held by IVP XVI.  IVM XVI serves as the sole general partner of IVP XVI and has sole voting and investment control over the shares owned by IVP XVI and may be deemed to own beneficially the shares held by IVP XVI.  IVM XVI owns no securities of the Issuer directly.  Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are Managing Directors of IVM XVI and share voting and dispositive power over the shares held by IVP XVI, and may be deemed to own beneficially the shares held by IVP XVI.  The Managing Directors own no securities of the Issuer directly.

(4)         Based on 188,279,983 shares of Class A Common Stock outstanding (as of November 30, 2020) as reported by the Issuer on the Form 10-Q.

10

(1)         This Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         The shares reported herein are shares of Class A Common Stock held by Jules A. Maltz.

(3)   The shares reported herein are shares of Class A Common Stock held by IVP XVI.  IVM XVI serves as the sole general partner of IVP XVI and has sole voting and investment control over the shares owned by IVP XVI and may be deemed to own beneficially the shares held by IVP XVI.  IVM XVI owns no securities of the Issuer directly.  Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are Managing Directors of IVM XVI and share voting and dispositive power over the shares held by IVP XVI, and may be deemed to own beneficially the shares held by IVP XVI.  The Managing Directors own no securities of the Issuer directly.

(4)         Based on 188,279,983 shares of Class A Common Stock outstanding (as of November 30, 2020) as reported by the Issuer on the Form 10-Q.

11

Introductory Note:  This statement on Schedule 13G is filed by the Reporting Persons with the Commission in respect of shares of Class A Common Stock (“Common Stock”), of Crowdstrike Holdings, Inc., a Delaware corporation (the “Issuer”).

Item 1

Item 2

12

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020:

(1)         IVM XVI serves as the sole general partner of IVP XVI and has sole voting and investment control over the shares owned by IVP XVI and may be deemed to own beneficially the shares held by IVP XVI.  IVM XVI owns no securities of the Issuer directly.  Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are Managing Directors of IVM XVI and share voting and dispositive power over the shares held by IVP XVI, and may be deemed to own beneficially the shares held by IVP XVI.  The Managing Directors own no securities of the Issuer directly.

(2)         Based on 188,279,983 shares of Class A Common Stock outstanding (as of November 30, 2020) as reported on the Form 10-Q.

If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

13

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.

Dated: February 16, 2021

INSTITUTIONAL VENTURE PARTNERS XVI, L.P.

By: Institutional Venture Management XVI, LLC

Its: General Partner

Exhibit(s):

A:            Joint Filing Statement

14

Exhibit 99.1

EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached statement on Schedule 13G relating to the Common Stock of Crowdstrike Holdings, Inc. is filed on behalf of each of us.

Dated: February 16, 2021

INSTITUTIONAL VENTURE PARTNERS XVI, L.P.

By: Institutional Venture Management XVI, LLC

Its: General Partner