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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CrowdStrike Holdings, Inc. [ CRWD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/13/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/13/2020 | C | 8,708,657 | A | (8) | 8,708,657 | D | |||
Class A Common Stock | 01/13/2020 | C | 278,713 | A | (8) | 278,713 | I | See Footnotes(1)(2)(3)(5)(6)(7)(8) | ||
Class A Common Stock | 01/13/2020 | J | 8,708,657 | D | (3) | 0 | D | |||
Class A Common Stock | 01/13/2020 | J | 278,713 | D | (3) | 0 | I | See Footnotes(1)(2)(3)(5)(6)(7)(8) | ||
Class A Common Stock | 01/13/2020 | A | 92,900 | A | (4) | 92,900 | I | See Footnotes(1)(3)(4)(5)(6)(7)(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Class B Common Stock | (1)(2)(9) | 01/13/2020 | C | 8,708,657 | (1)(2)(9) | (1)(2)(9) | Class A Common Stock | 8,708,657 | (1)(2)(9) | 26,602,653 | D | ||||
Class B Common Stock | (1)(2)(9) | 01/13/2020 | C | 278,713 | (1)(2)(9) | (1)(2)(9) | Class A Common Stock | 278,713 | (1)(2)(9) | 853,165 | I | See Footnotes(1)(2)(3)(5)(6)(7)(8) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This Form 4 is filed on behalf of the Warburg Pincus Entities (as defined below). Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 26,602,653 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 8,708,657 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on January 13, 2020. |
2. Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 853,165 shares of Class B Common Stock, having converted 278,713 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on January 13, 2020. |
3. On January 13, 2020, the WPP Funds distributed an aggregate of 8,987,370 shares of Class A Common Stock to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities, with no consideration being paid in connection therewith (the "Distribution"). |
4. Following the Distribution, entities of which Charles R. Kaye is the beneficial owner hold 92,900 shares of Class A Common Stock, having received such shares of Class A Common Stock in connection with the Distribution. |
5. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. |
6. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Mr. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Entities except to the extent of their pecuniary interest therein. Mr. Landy also serves as a director of the Issuer and is reporting on a separate Form 4. |
7. Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities." |
8. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Warburg Pincus Entities and certain affiliates may be deemed to be beneficial owners of the Class A Common Stock and Class B Common Stock held collectively by the WPP Funds. The Warburg Pincus Entities and such affiliates disclaim beneficial ownership of such Class A Common Stock and Class B Common Stock except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. |
9. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Persons into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events. |
Remarks: |
This Form 4 is one of three Forms 4 filed relating to the same event. The Form 4 has been split into three filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. * The Power of Attorney given by Mr. Kaye was previously filed with the U.S. Securities & Exchange Commission on July 12, 2016 as an exhibit to the Schedule 13D filed by WEX Inc. and is hereby incorporated by reference. |
WARBURG PINCUS PRIVATE EQUITY X, L.P. By: WP X, L.P., its gp By: WP X GP L.P., its gp By: WPP GP LLC, its gp By: WPP, L.P., its mm By: WPP GP LLC, its gp By: WP & Co., its mm By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 01/14/2020 | |
WARBURG PINCUS X PARTNERS, L.P. By: WP X, L.P., its gp By: WP X GP L.P., its gp By: WPP GP LLC, its gp By: WPP, L.P., its mm By: WPP GP LLC, its gp By: WP & Co., its mm By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 01/14/2020 | |
WARBURG PINCUS X, L.P. By: WP X GP L.P., its gp By: WPP GP LLC, its gp By: WPP, L.P., its mm By: WPP GP LLC, its gp By: WP & Co., its mm By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 01/14/2020 | |
WARBURG PINCUS X GP L.P. By: WPP GP LLC, its gp By: WPP, L.P., its mm By: WPP GP LLC, its gp By: WP & Co., its mm By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 01/14/2020 | |
WPP GP LLC By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 01/14/2020 | |
WARBURG PINCUS PARTNERS, L.P. By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 01/14/2020 | |
WARBURG PINCUS PARTNERS GP LLC By: Warburg Pincus & Co., its managing member By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 01/14/2020 | |
WARBURG PINCUS & CO. By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner | 01/14/2020 | |
WARBURG PINCUS LLC By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Managing Director | 01/14/2020 | |
CHARLES R. KAYE By: /s/ Robert B. Knauss Name: Charles R. Kaye By: Robert B. Knauss, Attorney-in-Fact* | 01/14/2020 | |
** 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. |