March 22, 2019

George Kurtz
Chief Executive Officer
CrowdStrike Holdings, Inc.
150 Mathilda Place, Suite 300
Sunnyvale, CA 94086

       Re: CrowdStrike Holdings, Inc.
           Draft Registration Statement on Form S-1
           Submitted February 25, 2019
           CIK No. 0001535527

Dear Mr. Kurtz:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Draft Registration Statement on Form S-1 submitted February 25, 2019

Prospectus Summary, page 1

1.     Please revise your prospectus summary to clarify that your executive
officers, directors
       and current 5% or more stockholders and their respective affiliates have
       control over you, beneficially owning more than 73% of your common stock
       on an as-converted basis. Please also clarify in your summary that your
three principal
       stockholders and their affiliates, in aggregate, beneficially own over
62% of your common
       stock outstanding on an as-converted basis.
2.     On pages 7 and 8, you indicate that you believe your directly
addressable opportunity in
       the Managed Security Services segment to be $4.4 billion in 2019 and is
expected to reach
       $5.1 billion in 2021. Please disclose the basis for these estimates,
including material
 George Kurtz
FirstName LastNameGeorge Kurtz
CrowdStrike Holdings, Inc.
March 22, NameCrowdStrike Holdings, Inc.
March 22, 2019 Page 2
Page 2
FirstName LastName
         assumptions, and clarify why your Managed Security Services directly
         opportunity is smaller than the industry report data you provided on
page 7. Further,
         please clarify here or on page 60 whether you believe the market and
industry data is
Management's Discussion and Analysis of Financial Condition and Results of
Key Metrics, page 78

3.       You indicate on page 78 that you expect to increase the number of your
small and
         medium-sized business customers. Your growth strategy involves both
acquiring new
         customers and further penetrating existing customers through your
         strategy. Please clarify how you define small and medium-sized
customers and consider
         stratifying your customer base to indicate the portion of customers
that are small and
         medium size as part of your Subscription Customers key metric table.
Results of Operations
Nine Months Ended October 31, 2017 and 2018
Revenue, page 87

4.       Your disclosure indicates that the growth in subscription revenue for
the nine months
         ended October 31, 2018, a 144% increase, was primarily attributable to
the increase in
         your subscription customer base. We further note your disclosure on
page 83 that
         subscription revenue is driven primarily by the number of subscription
customers, the
         number of endpoints per customer, and the number of cloud modules
included in the
         subscription. In addition, we note your Dollar-Based Retention Rates
table on page 76
         and your Cloud Module Adoption table on page 77. Given the growth rate
presented in
         each of these tables, it appears that your revenue growth is also
attributable to increases in
         revenue from existing customers. Please revise your disclosures to
separately quantify the
         amount of the increase that is from existing customers and from new
customers. Your
         disclosures should also quantify the underlying drivers that are
increasing existing
         customer sales such as disclosing the amount that is attributable to
an increase in the
         number of endpoints and the number of cloud modules. Refer to Section
         Release No. 33-6835. Similar concerns apply to your Revenue
disclosures for the fiscal
         years ended January 31, 2017 and 2018 on page 92.
Our Solution, page 113

5.       Your disclosure indicates that you recently launched the CrowdStrike
Store which
         introduces a unified Security Cloud ecosystem of trusted partners and
applications to your
         customers. Tell us if you receive a commission or similar fee if a
customer purchases an
         application from the CrowdStrike Store. Tell us and disclose, if
material, your revenue
         recognition policy for this revenue stream.

 George Kurtz
FirstName LastNameGeorge Kurtz
CrowdStrike Holdings, Inc.
March 22, NameCrowdStrike Holdings, Inc.
March 22, 2019 Page 3
Page 3
FirstName LastName
Board of Directors, page 133

6.       Warburg Pincus will have the right to proportionately designate a
number of directors as
         compared to the number of shares it holds if it beneficially owns a
minimum of 5% of the
         total shares of common stock outstanding. Warburg Pincus and its
affiliates currently
         beneficially owns approximately 30.8% of the total common stock
outstanding on an as-
         converted basis and has designated two current board members, Messrs.
Davis and Landy,
         to the current board of nine directors. Please clarify the beneficial
ownership percentages
         that Warburg Pincus must hold to have the right to designate 2 or 3
directors before the
         next annual meeting.
7.       In section 2(g) of your Stockholders Agreement, Exhibit 4.1, certain
investors have board
         observer rights, including CapitalG, an affiliate of Google LLC and a
         stockholder. Please describe your board observer rights and identify
anyone designated as
         a board observer pursuant to this provision of your Stockholders
Stockholders Agreement, page 152

8.       While certain provisions of the Stockholders Agreement will expire
upon the close of the
         IPO, the Stockholders Agreement provides detailed provisions of how
the board, its
         committees, and board observers were nominated and appointed. To the
extent current
         board members or committee members were appointed pursuant to the
         Agreement, please clarify this in your registration statement.
9.       Please expand your description of the Stockholders Agreement to
discuss material
         provisions that will survive the close of your IPO, such as the
composition of the board,
         the board committees, and use of names provisions.
Notes to Consolidated Financial Statements
Note 13. Geographic Information , page F-51

10.      Please clarify if any foreign countries individually represented 10%
or more of revenue in
         the periods presented. Refer to ASC 280-10-50-41.a.

11.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
12.      If you intend to use graphics in your prospectus, other than those
already provided, please
         submit such materials to the staff on a supplemental basis and provide
any support for any
         claims contained therein. Please refer to Question 101.02 of our
Compliance and
         Disclosure Interpretations relating to Securities Act Forms available
on our website.
 George Kurtz
CrowdStrike Holdings, Inc.
March 22, 2019
Page 4

        You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or
Stephen Krikorian,
Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edwin Kim,Staff
Attorney, at (202) 551-
3297 or Barbara C. Jacobs, Assistant Director, at (202) 551-3735 with any other


FirstName LastNameGeorge Kurtz                             Division of
Corporation Finance
                                                           Office of
Information Technologies
Comapany NameCrowdStrike Holdings, Inc.
                                                           and Services
March 22, 2019 Page 4
cc:       Alan Denenberg, Esq.
FirstName LastName