Accel Growth Fund II Strategic Partners Form 4 CrowdStrike / Growth Fund II Associates L.L.C. Accel ownership change

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

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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^*

Accel Growth Fund II L.P.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(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)
03/27/2020

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	03/27/2020		C		1,271,400	A	(1)	1,271,400	D(2)
Class A common stock	03/27/2020		C		92,100	A	(1)	92,100	I	Accel Growth Fund II Strategic Partners L.P.(3)
Class A common stock	03/27/2020		C		136,500	A	(1)	136,500	I	Accel Growth Fund Investors 2013 L.L.C.(4)
Class A common stock	03/27/2020		J(5)		1,271,400	D	$0	0	D(2)
Class A common stock	03/27/2020		J(6)		92,100	D	$0	0	I	Accel Growth Fund II Strategic Partners L.P.(3)
Class A common stock	03/27/2020		J(7)		136,500	D	$0	0	I	Accel Growth Fund Investors 2013 L.L.C.(4)

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
Class B common stock	$0	03/27/2020		C			1,271,400	(8)	(8)	Class A common stock	1,271,400	$0	12,588,096	D(2)
Class B common stock	$0	03/27/2020		C			92,100	(8)	(8)	Class A common stock	92,100	$0	911,881	I	Accel Growth Fund II Strategic Partners L.P.(3)
Class B common stock	$0	03/27/2020		C			136,500	(8)	(8)	Class A common stock	136,500	$0	1,351,484	I	Accel Growth Fund Investors 2013 L.L.C.(4)

1. Name and Address of Reporting Person^*

Accel Growth Fund II L.P.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund II Strategic Partners L.P.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund II Associates L.L.C.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Accel Growth Fund Investors 2013 L.L.C.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. Class B common stock convert into Class A common stock on a one-for-one basis.

2. These shares are held by Accel Growth Fund II L.P. Accel Growth Fund II Associates L.L.C. ("Accel Growth Fund II GP") is the general partner of each of Accel Growth Fund II L.P. and Accel Growth Fund II Strategic Partners L.P. (together, the "Accel Growth Fund II Entities"). Accel Growth Fund II GP has sole voting and dispositive power with regard to the shares held by the Accel Growth Fund II Entities. Accel Growth Fund II GP disclaims Section 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 such reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

3. These shares are held by Accel Growth Fund II Strategic Partners L.P.

4. These shares are held by Accel Growth Fund Investors 2013 L.L.C.

5. On March 27, 2020, Accel Growth Fund II L.P. distributed, for no consideration, 1,271,400 shares of Class A common stock of the Issuer (the "Accel Growth II Shares") to its limited partners and to Accel Growth Fund II Associates L.L.C., the general partner of Accel Growth Fund II L.P., representing each such partner's pro rata interest in such Accel Growth II Shares. On the same date, Accel Growth Fund II Associates L.L.C. distributed, for no consideration, the Accel Growth II Shares it received in the distribution by Accel Growth Fund II L.P. to its members, representing each such member's pro rata interest in such Accel Growth II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

6. On March 27, 2020, Accel Growth Fund II Strategic Partners L.P. distributed, for no consideration, 92,100 shares of Class A common stock of the Issuer (the "Accel Growth II SP Shares") to its limited partners and to Accel Growth Fund II Associates L.L.C., the general partner of Accel Growth Fund II Strategic Partners L.P., representing each such partner's pro rata interest in such Accel Growth II SP Shares. On the same date, Accel Growth Fund II Associates L.L.C. distributed, for no consideration, the Accel Growth II SP Shares it received in the distribution by Accel Growth Fund II Strategic Partners L.P. to its members, representing each such member's pro rata interest in such Accel Growth II SP Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

7. On March 27, 2020, Accel Growth Fund Investors 2013 L.L.C. distributed, for no consideration, 136,500 shares of Class A common stock of the Issuer to its members, representing each such member's pro rata interest in such shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

8. Each share of Class B common stock is convertible at any time at the option of the Reporting Person 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.

	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund II L.P.	03/31/2020
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund II Strategic Partners L.P.	03/31/2020
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund II Associates L.L.C.	03/31/2020
	/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2013 L.L.C.	03/31/2020
	** Signature of Reporting Person	Date
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