SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/07/2019 | 3. Issuer Name and Ticker or Trading Symbol Slack Technologies, Inc. [ WORK ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Common Stock | (1) | (1) | Class A Common Stock | 7,800 | (1) | I | By: a16z Seed-III, LLC(2)(3) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 2,024,291 | (1) | I | By: AH Parallel Fund IV, L.P.(4)(5) |
| Series A Preferred Stock | (6) | (6) | Class B Common Stock(1) | 13,164,690 | (6) | I | By: Andreessen Horowitz Fund I, L.P.(7) |
| Series B Preferred Stock | (6) | (6) | Class B Common Stock(1) | 35,222,670 | (6) | I | By: Andreessen Horowitz Fund I, L.P.(7) |
| Series C Preferred Stock | (6) | (6) | Class B Common Stock(1) | 10,481,400 | (6) | I | By: AH Parallel Fund IV, L.P.(4)(5) |
| Series D Preferred Stock | (6) | (6) | Class B Common Stock(1) | 5,490,180 | (6) | I | By: AH Parallel Fund IV, L.P.(4)(5) |
| Series D-1 Preferred Stock | (6) | (6) | Class B Common Stock(1) | 35,190 | (6) | I | By: a16z Seed-III, LLC(2)(3) |
| Series E Preferred Stock | (6) | (6) | Class B Common Stock(1) | 97,103 | (6) | I | By: AH Parallel Fund IV, L.P.(4)(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the Reporting Person and has no expiration date. |
| 2. These shares are held of record by a16z Seed III, LLC ("a16z Seed"). The shares held directly by a16z Seed are indirectly held by Andreessen Horowitz Fund III, L.P., Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"), the members of a16z Seed. AH Equity Partners III, L.L.C. ("AH EP III"), the general partner of the AH Fund III Entities, has sole voting and dispositive power with regard to the shares held by a16z Seed. The managing members of AH EP III are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by a16z Seed. |
| 3. (Continued from Footnote 2) Such persons and entities disclaim beneficial ownership of the securities held by a16z Seed and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in a16z Seed. |
| 4. These shares are held of record by AH Parallel Fund IV, L.P., for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, has sole voting and dispositive power with regard to the shares held by the AH Parallel Fund IV Entities. The managing members of AH EP IV Parallel are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel Fund IV Entities. |
| 5. (Continued from Footnote 4) Such persons and entities disclaim beneficial ownership of the securities held by the AH Parallel Fund IV Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in the AH Parallel Fund IV Entities. |
| 6. The Series A, Series B, Series C, Series D, Series D-1, and Series E Preferred Stock are each convertible into Class B Common Stock on a 1:1 basis and have no expiration date. Upon the effectiveness of the Issuer's Registration Statement on Form S-1, all shares of preferred stock will be converted, in an exempt transaction pursuant to Rule 16b-7, into shares of Class B Common Stock of the Issuer. |
| 7. These shares are held of record by Andreessen Horowitz Fund I, L.P., as nominee for Andreessen Horowitz Fund I L.P., Andreessen Horowitz Fund I-A, L.P. and Andreessen Horowitz Fund I-B, L.P. (collectively, the "AH Fund I Entities"). AH Equity Partners I, L.L.C. ("AH EP I"), the general partner of the AH Fund I Entities, has sole voting and dispositive power with regard to the shares held by the AH Fund I Entities. The managing members of AH EP I are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Fund I Entities. Such persons and entities disclaim beneficial ownership of the securities held by the AH Fund I Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in the AH Fund I Entities. |
| Remarks: |
| This Form 3 is the first of three Form 3s filed relating to the same event. Combined, the three reports report the holdings for the following reporting persons: Andreessen Horowitz Fund I, L.P., AH Equity Partners I, L.L.C., AH Parallel Fund IV, L.P., AH Equity Partners IV (Parallel), L.L.C., Marc L. Andreessen, Ben Horowitz, Andreessen Horowitz Fund I-A, L.P., Andreessen Horowitz Fund I-B, L.P., AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., AH Parallel Fund IV-Q, L.P., a16z Seed III, LLC, Andreessen Horowitz Fund III, L.P., Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., Andreessen Horowitz Fund III-Q, L.P. and AH Equity Partners III, L.L.C. This Form 3 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 3 to a maximum of 10 reporting persons. Exhibit 24.1 Power of Attorney |
| Andreessen Horowitz Fund I, L.P. Andreessen Horowitz Fund I-A, L.P. Andreessen Horowitz Fund I-B, L.P. By: AH Equity Partners I, L.L.C. Its: General Partner By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer | 06/07/2019 | |
| AH Equity Partners I, L.L.C. By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer | 06/07/2019 | |
| Marc Andreessen /s/ Scott Kupor Scott Kupor, attorney-in-fact of Marc Andreessen | 06/07/2019 | |
| Ben Horowitz /s/ Scott Kupor Scott Kupor, attorney-in-fact of Ben Horowitz | 06/07/2019 | |
| ** 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 5 (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. | ||