Statement of Changes in Beneficial Ownership (4)
22 Março 2023 - 06:31PM
Edgar (US Regulatory)
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FORM 4
☐ Check this
box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * GANDHI
SAMEER K |
2. Issuer Name and Ticker or Trading
Symbol CrowdStrike Holdings, Inc. [ CRWD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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|
(Last)
(First)
(Middle)
C/O CROWDSTRIKE HOLDINGS, INC., 206 E. 9TH ST., STE.
1400 |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/20/2023
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(Street)
AUSTIN, TX 78701 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
3/20/2023 |
|
A |
|
111 (1) |
A |
$0 |
4079 (2) |
D |
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Class A common stock |
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|
|
|
|
|
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859315 (3) |
I |
Potomac Investments L.P. - Fund
1 |
|
Class A common stock |
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|
|
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29038 (4) |
I |
The Potomac Trust, dated
9/21/2001 |
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Class A common stock |
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|
|
|
|
|
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29868 (5) |
I |
The Potomac 2011 Irrevocable
Trust |
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Class A common stock |
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|
|
|
|
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620360 (6) |
I |
Accel Leaders Fund L.P. |
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Class A common stock |
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|
|
|
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29640 (7) |
I |
Accel Leaders Fund Investors 2016
L.L.C. |
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Class A common stock |
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|
|
|
|
|
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8132 (8) |
I |
The Potomac 2011 Nonexempt Trust dated
10/31/2011 |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
| Explanation of
Responses: |
| (1) |
The shares represent
fully-vested restricted stock units ("RSUs") issued in lieu of
quarterly cash retainer(s) payable under the issuer's Outsider
Director Compensation Policy. The RSUs immediately converted into
shares of the issuer's Class A Common Stock. |
| (2) |
Includes shares to be issued
in connection with the vesting of one or more RSUs. |
| (3) |
These shares are held by
Potomac Investments L.P. - Fund 1. The Reporting Person disclaims
Section 16 beneficial ownership over the securities reported herein
except to the extent of his pecuniary interest therein, if any, and
this report shall not be deemed an admission that the Reporting
Person is the beneficial owner of such securities for Section 16 or
any other purpose. |
| (4) |
These shares are held by The
Potomac Trust, dated 9/21/2001, of which the Reporting Person is a
co-trustee. The Reporting Person disclaims Section 16 beneficial
ownership over the securities reported herein except to the extent
of his pecuniary interest therein, if any, and this report shall
not be deemed an admission that the Reporting Person is the
beneficial owner of such securities for Section16 or any other
purpose. |
| (5) |
These shares are held by The
Potomac 2011 Irrevocable Trust, of which the Reporting Person is a
co-trustee. The Reporting Person disclaims Section 16 beneficial
ownership over the securities reported herein except to the extent
of his pecuniary interest therein, if any, and this report shall
not be deemed an admission that the Reporting Person is the
beneficial owner of such securities for Section16 or any other
purpose. |
| (6) |
These shares are held by
Accel Leaders Fund L.P. Accel Leaders Fund Associates L.L.C.
("Accel Leaders Fund GP") is the general partner of Accel Leaders
Fund L.P. (the "Accel Leader Fund Entity").Accel Leaders Fund GP
has sole voting and dispositive power with regard to the shares
held by the Accel Leaders Fund Entity. The Reporting Person is one
of six Managing Members of Accel LeadersFund GP, who share voting
and dispositive powers over the shares held by the Accel Leaders
Fund Entity. Each of such Managing Members, the Reporting Person
and Accel Growth Fund II GP disclaimsSection 16 beneficial
ownership over the securities reported herein except to the extent
of its pecuniary interest therein, if any, and this report shall
not be deemed an admission that any such ManagingMember, the
Reporting Person or Accel Leaders Fund GP is the beneficial owner
of such securities for Section 16 or any other purpose. |
| (7) |
These shares are held by
Accel Leaders Fund Investors 2016 L.L.C. The Reporting Person is
one of six Managing Members of Accel Leaders Fund Investors 2016
L.L.C. who share voting and dispositive powers over such shares.
Each of such Managing Members and the Reporting Person disclaims
beneficial ownership over the securities herein except to the
extent of their pecuniary interest therein, if any, and this report
shall not be deemed an admission that any such Managing Member or
the Reporting Person is the beneficial owner of such securities for
Section 16 or any other purpose. |
| (8) |
These shares are held by The
Potomac 2011 Nonexempt Trust dated 10/31/2011, of which the
Reporting Person is a co-trustee. The Reporting Person disclaims
Section 16 beneficial ownership over the securities reported herein
except to the extent of his pecuniary interest therein, if any, and
this report shall not be deemed an admission that the Reporting
Person is the beneficial owner of such securities for Section 16 or
any other purpose. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
GANDHI SAMEER K
C/O CROWDSTRIKE HOLDINGS, INC.
206 E. 9TH ST., STE. 1400
AUSTIN, TX 78701 |
X |
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Signatures
|
|
/s/ Remie Solano,
Attorney-in-Fact |
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3/22/2023 |
| **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 control number. |
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