0000950103-20-010069.txt : 20200526 0000950103-20-010069.hdr.sgml : 20200526 20200522210120 ACCESSION NUMBER: 0000950103-20-010069 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200526 DATE AS OF CHANGE: 20200522 GROUP MEMBERS: KURTZ 2009 SPENDTHRIFT TRUST, DATED 4/2/2009 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CrowdStrike Holdings, Inc. CENTRAL INDEX KEY: 0001535527 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 453788918 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91040 FILM NUMBER: 20907757 BUSINESS ADDRESS: STREET 1: 150 MATHILDA PLACE STREET 2: SUITE 300 CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 888-512-8906 MAIL ADDRESS: STREET 1: 150 MATHILDA PLACE STREET 2: SUITE 300 CITY: SUNNYVALE STATE: CA ZIP: 94086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kurtz George CENTRAL INDEX KEY: 0001778564 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: CROWDSTRIKE HOLDINGS, INC. STREET 2: 150 MATHILDA PLACE, SUITE 300 CITY: SUNNYVALE STATE: CA ZIP: 94086 SC 13G 1 dp128688_sc13g-kurtz.htm FORM SC 13G

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. )*

 

CrowdStrike Holdings, Inc.
(Name of Issuer)
 
Class A Common Stock, par value $0.0005 per share
(Title of Class of Securities)
 
22788C105
(CUSIP Number)
 
December 31, 2019
(Date of Event which Requires Filing of this Statement)
 

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

 

☐ Rule 13d-1(b)

 

☐ Rule 13d-1(c)

 

☒ 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

NAME OF REPORTING PERSON

 

George Kurtz

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Arizona

 

NUMBER OF
SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH		 5

SOLE VOTING POWER

 

19,075,768 (1)(2)

 

6

SHARED VOTING POWER

 

—

 

7

SOLE DISPOSITIVE POWER

 

19,075,768 (1)(2)

 

8

SHARED DISPOSITIVE POWER

 

—

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,075,768 (1)(2)

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

31.8% (3)(4)

 

12

TYPE OF REPORTING PERSON

 

IN

 

       

(1) Consists of 18,723,779 shares of Class B Common Stock of the Issuer and options to acquire 351,989 shares of Class B Common Stock of the Issuer that are exercisable immediately. Includes 1,207,139 shares of Class B Common Stock of the Issuer held of record by Mr. Kurtz, (ii) 13,496,994 shares held of record by the Kurtz 2009 Spendthrift Trust, dated 4/2/2009, for which Mr. Kurtz serves as trustee, (iii) 1,959,823 shares held of record by the Allegra Kurtz Irrevocable Gift Trust dated December 14, 2011, for which Mr. Kurtz serves as trustee, (iv) 1,959,823 shares held of record by the Alexander Kurtz Irrevocable Gift Trust dated December 14, 2011, for which Mr. Kurtz serves as trustee, and (v) 100,000 shares held of record by the Kurtz Family Dynasty Trust, for which Mr. Kurtz serves as investment advisor.

 

(2) The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each

 

 

 

share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

 

(3) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as reported on the Registration Statement filed by the Issuer with the U.S. Securities and Exchange Commission on December 6, 2019, (ii) 18,723,779 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock and (iii) 351,989 shares of Class B Common Stock of the Issuer that the Reporting Person has the right to acquire under stock options that are exercisable immediately. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13G.

 

(4) The percentage ownership of the Reporting Person reported in this Schedule 13G does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13G, as described in footnote 3 above.

 

 

 

1

NAME OF REPORTING PERSON

 

Kurtz 2009 Spendthrift Trust, dated 4/2/2009

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

 

NUMBER OF
SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH		 5

SOLE VOTING POWER

 

13,496,994 (1)(2)

 

6

SHARED VOTING POWER

 

—

 

7

SOLE DISPOSITIVE POWER

 

13,496,994 (1)(2)

 

8

SHARED DISPOSITIVE POWER

 

—

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,496,994 (1)(2)

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

24.8% (3)(4)

 

12

TYPE OF REPORTING PERSON

 

OO

 

       

(1) Consists of 13,496,994 shares of Class B Common Stock of the Issuer.

 

(2) The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B Common Stock is entitled to ten votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

 

(3) Determined by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 40,871,355 shares of Class A Common Stock outstanding as of November 29, 2019, as reported on the Registration Statement filed by the Issuer with the U.S. Securities and Exchange Commission on December 6, 2019, and (ii) 13,496,994 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. The

 

 

 

aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose of this Schedule 13G.

 

(4) The percentage ownership of the Reporting Person reported in this Schedule 13G does not give effect to the ten votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Schedule 13G, as described in footnote 3 above.

 

 

 

ITEM 1.(a)       Name of Issuer: CrowdStrike Holdings, Inc. (the “Issuer”)

 

(b)Address of Issuer’s Principal Executive Offices:

 

150 Mathilda Place, Suite 300, Sunnyvale, California 94086

 

ITEM 2.(a)       Name of Person Filing:

 

George Kurtz, an Arizona resident
Kurtz 2009 Spendthrift Trust, a Nevada trust (each, a “Reporting Person”)

 

(b)Address of Principal Business Office, or if None, Residence:

 

c/o CrowdStrike Holdings, Inc., 150 Mathilda Place, Suite 300, Sunnyvale, California 94086

 

(c)Citizenship or Place of Organization:

 

See response to 2(a), above.

 

(d)Title of Class of Securities:

 

Class A Common Stock, par value $0.0005 per share (“Class A Common Stock”)

 

(e)CUSIP Number:

 

22788C105

 

ITEM 3.IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

 

Not Applicable.

 

ITEM 4.OWNERSHIP.

 

The information required by Items 4(a)-(c) for each Reporting Person is set forth in Rows 5-11 of the cover page hereto for such Reporting Person and is incorporated herein by reference. Investment and voting decisions with respect to the Class A Common Stock or Class B Common Stock, par value $0.0005 per share (“Class B Common Stock”) held by the Kurtz 2009 Spendthrift Trust (“Spendthrift Trust”) are made by Mr. Kurtz as trustee. Each Reporting Person expressly disclaims beneficial ownership with respect to any shares of Class A Common Stock or Class B Common Stock in excess of its economic interest therein.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

Not Applicable.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Not Applicable.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

Not Applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not Applicable.

 

 

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

 

Not Applicable.

 

ITEM 10.CERTIFICATIONS.

 

Not Applicable.

 

 

 

SIGNATURE

 

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

 

Dated: May 22, 2020

 

  GEORGE KURTZ
   
   
    /s/ Cathleen Anderson as attorney-in-fact for George Kurtz
     

 

 

  KURTZ 2009 SPENDTHRIFT TRUST, DATED 4/2/2009
     
     
  By: /s/ Cathleen Anderson as attorney-in-fact for George Kurtz 
   

George Kurtz

Trustee

Exhibit(s):

A: Joint Filing Statement

 

 

 EX-24 2 dp128688_ex24.htm EXHIBIT 24

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Cathleen Anderson, Remie Solano, Jim Sullivan and Mike Forman, as the undersigned’s true and lawful attorneys-in-fact to, execute and deliver in his name and on his behalf whether the undersigned is acting individually or as representative of others, any and all filings required to be made under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the undersigned under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the undersigned might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

 

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of CrowdStrike Holdings, Inc. or one of its affiliates.

 

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of May 22, 2020.

 

GEORGE KURTZ

 

/s/ George Kurtz

 

 EX-99.1 3 dp128688_ex9901.htm EXHIBIT 99.1

CUSIP: 22788C105 SCHEDULE 13G 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 Class A Common Stock of CrowdStrike Holdings, Inc. is filed on behalf of each of us.

 

Dated: May 22, 2020

 

  GEORGE KURTZ
     
     
 

/s/ Cathleen Anderson as attorney-in-fact for George Kurtz

     
     
  KURTZ 2009 SPENDTHRIFT TRUST, DATED 4/2/2009
     
     
  By: /s/ Cathleen Anderson as attorney-in-fact for George Kurtz 
    George Kurtz
    Trustee