Form 4 Capitalg 2015 Gp Llc

Statement of changes in beneficial ownership of securities

Published: 2019-06-18 13:58:47
Submitted: 2019-06-18
Period Ending In: 2019-06-14
doc4.html FORM 4 SUBMISSION


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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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)
06/14/2019
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 06/14/2019 P 140,000 A $34 140,000 I See Footnote(1)
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
Series C Redeemable Convertible Preferred Stock (2) 06/14/2019 C 12,142,044 (2) (2) Class B Common Stock 12,142,044 $0.00 0 I See Footnote(3)
Series D Redeemable Convertible Preferred Stock (2) 06/14/2019 C 2,052,996 (2) (2) Class B Common Stock 2,052,996 $0.00 0 I See Footnote(1)
Series D-1 Redeemable Convertible Preferred Stock (2) 06/14/2019 C 4,392,492 (2) (2) Class B Common Stock 4,392,492 $0.00 0 I See Footnote(1)
Series E Redeemable Convertible Preferred Stock (2) 06/14/2019 C 1,457,959 (2) (2) Class B Common Stock 1,457,959 $0.00 0 I See Footnote(1)
Class B Common Stock (4)(5) 06/14/2019 C 12,142,044 (4)(5) (4)(5) Class A Common Stock 12,142,044 $0.00 12,372,223 I See Footnote(3)
Class B Common Stock (4)(5) 06/14/2019 C 2,052,996 (4)(5) (4)(5) Class A Common Stock 2,052,996 $0.00 14,425,219 I See Footnote(1)
Class B Common Stock (4)(5) 06/14/2019 C 4,392,492 (4)(5) (4)(5) Class A Common Stock 4,392,492 $0.00 18,817,711 I See Footnote(1)
Class B Common Stock (4)(5) 06/14/2019 C 1,457,959 (4)(5) (4)(5) Class A Common Stock 1,457,959 $0.00 20,275,670 I See Footnote(1)
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. 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.
2. Each share of Series C Redeemable Convertible Preferred Stock, Series D Redeemable Convertible Preferred Stock, Series D-1 Redeemable Convertible Preferred Stock, and Series E Redeemable Convertible Preferred Stock converted into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
3. 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.
4. The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis upon (1) the affirmative written election of the holder thereof or (2) 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.
5. 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:
CAPITALG LP, by: CapitalG GP LLC, its General Partner, by: /s/ Jeremiah Gordon, General Counsel and Secretary 06/18/2019
CAPITALG GP LLC, by: /s/ Jeremiah Gordon, General Counsel and Secretary 06/18/2019
CAPITALG 2015 LP, by: CapitalG 2015 GP LLC, its General Partner, by: /s/ Jeremiah Gordon, General Counsel and Secretary 06/18/2019
CAPITALG 2015 GP LLC, by: /s/ Jeremiah Gordon, General Counsel and Secretary 06/18/2019
ALPHABET INC., by: /s/ Kathryn W. Hall, Assistant Secretary 06/18/2019
** 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 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.
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.
1
doc4.xml FORM 4 SUBMISSION
Schema Version:
X0306
Document Type:
4
Period Of Report:
2019-06-14
Not Subject To Section16:
0

Issuer

Issuer Cik
0001535527
Issuer Name
CrowdStrike Holdings, Inc.
Issuer Trading Symbol
CRWD

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001678225
Rpt Owner Name
CapitalG LP

Reporting Owner Address

Rpt Owner Street1
1600 AMPHITHEATRE PARKWAY
Rpt Owner City
MOUNTAIN VIEW
Rpt Owner State
CA
Rpt Owner Zip Code
94043

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001678226
Rpt Owner Name
CapitalG GP LLC

Reporting Owner Address

Rpt Owner Street1
1600 AMPHITHEATRE PARKWAY
Rpt Owner City
MOUNTAIN VIEW
Rpt Owner State
CA
Rpt Owner Zip Code
94043

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001771167
Rpt Owner Name
CapitalG 2015 LP

Reporting Owner Address

Rpt Owner Street1
1600 AMPHITHEATRE PARKWAY
Rpt Owner City
MOUNTAIN VIEW
Rpt Owner State
CA
Rpt Owner Zip Code
94043

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001779431
Rpt Owner Name
CapitalG 2015 GP LLC

Reporting Owner Address

Rpt Owner Street1
1600 AMPHITHEATRE PARKWAY
Rpt Owner City
MOUNTAIN VIEW
Rpt Owner State
CA
Rpt Owner Zip Code
94043

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001652044
Rpt Owner Name
Alphabet Inc.

Reporting Owner Address

Rpt Owner Street1
1600 AMPHITHEATRE PARKWAY
Rpt Owner City
MOUNTAIN VIEW
Rpt Owner State
CA
Rpt Owner Zip Code
94043

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Non Derivative Transaction

Security Title
Class A Common Stock
Transaction Date
2019-06-14

Transaction Coding

Transaction Form Type
4
Transaction Code
P
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
140000
Transaction Price Per Share
34.00
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
140000

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F1

Derivative Transaction

Security Title
Series C Redeemable Convertible Preferred Stock
@attributes Id
F2
Transaction Date
2019-06-14

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
12142044
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F2
@attributes Id
F2

Underlying Security

Underlying Security Title
Class B Common Stock
Underlying Security Shares
12142044
Shares Owned Following Transaction
0

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F3
Security Title
Series D Redeemable Convertible Preferred Stock
@attributes Id
F2
Transaction Date
2019-06-14

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
2052996
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F2
@attributes Id
F2

Underlying Security

Underlying Security Title
Class B Common Stock
Underlying Security Shares
2052996
Shares Owned Following Transaction
0

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F1
Security Title
Series D-1 Redeemable Convertible Preferred Stock
@attributes Id
F2
Transaction Date
2019-06-14

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
4392492
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F2
@attributes Id
F2

Underlying Security

Underlying Security Title
Class B Common Stock
Underlying Security Shares
4392492
Shares Owned Following Transaction
0

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F1
Security Title
Series E Redeemable Convertible Preferred Stock
@attributes Id
F2
Transaction Date
2019-06-14

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
1457959
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F2
@attributes Id
F2

Underlying Security

Underlying Security Title
Class B Common Stock
Underlying Security Shares
1457959
Shares Owned Following Transaction
0

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F1
Security Title
Class B Common Stock

Footnote Id

@attributes Id
F4
@attributes Id
F5
Transaction Date
2019-06-14

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
12142044
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A

Footnote Id

@attributes Id
F4
@attributes Id
F5

Footnote Id

@attributes Id
F4
@attributes Id
F5

Underlying Security

Underlying Security Title
Class A Common Stock
Underlying Security Shares
12142044
Shares Owned Following Transaction
12372223

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F3
Security Title
Class B Common Stock

Footnote Id

@attributes Id
F4
@attributes Id
F5
Transaction Date
2019-06-14

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
2052996
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A

Footnote Id

@attributes Id
F4
@attributes Id
F5

Footnote Id

@attributes Id
F4
@attributes Id
F5

Underlying Security

Underlying Security Title
Class A Common Stock
Underlying Security Shares
2052996
Shares Owned Following Transaction
14425219

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F1
Security Title
Class B Common Stock

Footnote Id

@attributes Id
F4
@attributes Id
F5
Transaction Date
2019-06-14

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
4392492
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A

Footnote Id

@attributes Id
F4
@attributes Id
F5

Footnote Id

@attributes Id
F4
@attributes Id
F5

Underlying Security

Underlying Security Title
Class A Common Stock
Underlying Security Shares
4392492
Shares Owned Following Transaction
18817711

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F1
Security Title
Class B Common Stock

Footnote Id

@attributes Id
F4
@attributes Id
F5
Transaction Date
2019-06-14

Transaction Coding

Transaction Form Type
4
Transaction Code
C
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
1457959
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A

Footnote Id

@attributes Id
F4
@attributes Id
F5

Footnote Id

@attributes Id
F4
@attributes Id
F5

Underlying Security

Underlying Security Title
Class A Common Stock
Underlying Security Shares
1457959
Shares Owned Following Transaction
20275670

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
See Footnote
@attributes Id
F1

Footnote

0
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.
1
Each share of Series C Redeemable Convertible Preferred Stock, Series D Redeemable Convertible Preferred Stock, Series D-1 Redeemable Convertible Preferred Stock, and Series E Redeemable Convertible Preferred Stock converted into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering and had no expiration date.
2
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.
3
The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis upon (1) the affirmative written election of the holder thereof or (2) 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.
4
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.

Owner Signature

Signature Name
CAPITALG LP, by: CapitalG GP LLC, its General Partner, by: /s/ Jeremiah Gordon, General Counsel and Secretary
Signature Date
2019-06-18
Signature Name
CAPITALG GP LLC, by: /s/ Jeremiah Gordon, General Counsel and Secretary
Signature Date
2019-06-18
Signature Name
CAPITALG 2015 LP, by: CapitalG 2015 GP LLC, its General Partner, by: /s/ Jeremiah Gordon, General Counsel and Secretary
Signature Date
2019-06-18
Signature Name
CAPITALG 2015 GP LLC, by: /s/ Jeremiah Gordon, General Counsel and Secretary
Signature Date
2019-06-18
Signature Name
ALPHABET INC., by: /s/ Kathryn W. Hall, Assistant Secretary
Signature Date
2019-06-18
Additional Files
FileSequenceDescriptionTypeSize
0000899243-19-017277.txt   Complete submission text file   33876
$CRWD

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