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*
(Street)
| 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) 03/20/2021 | ||||||||||||||||||||||||||
| 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 | 03/22/2021 | C | 57,115 | A | (1) | 390,340(2) | D | |||
| Class A common stock | 03/22/2021 | S | 4,167 | D | $191.12(3) | 386,173(2) | D | |||
| Class A common stock | 03/22/2021 | S | 8,424 | D | $192.2(4) | 377,749(2) | D | |||
| Class A common stock | 03/22/2021 | S | 7,277 | D | $193.01(5) | 370,472(2) | D | |||
| Class A common stock | 03/22/2021 | S | 11,450 | D | $194.14(6) | 359,022(2) | D | |||
| Class A common stock | 03/22/2021 | S | 8,679 | D | $195.3(7) | 350,343(2) | D | |||
| Class A common stock | 03/22/2021 | S | 22,786 | D | $196.15(8) | 327,557(2) | D | |||
| Class A common stock | 03/22/2021 | S | 27,886 | D | $197.2(9) | 299,671(2) | D | |||
| Class A common stock | 03/22/2021 | S | 2,976 | D | $197.78(10) | 296,695(2) | D | |||
| 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 | ||||||||
| Restricted Stock Units(11) | $0 | 03/20/2021 | M | 131,996 | (12) | (12) | Class B common stock | 131,996 | $0 | 1,495,954 | D | ||||
| Class B common stock | $0 | 03/20/2021 | M | 131,996 | (13) | (13) | Class A common stock | 131,996 | $0 | 1,637,982(14) | D | ||||
| Class B common stock | $0 | 03/22/2021 | C | 57,115 | (13) | (13) | Class A common stock | 57,115 | $0 | 1,580,867(14) | D | ||||
| Class B common stock | $0 | (13) | (13) | Class A common stock | 9,779,837 | 9,779,837 | I | Kurtz 2009 Spendthrift Trust(15) | |||||||
| Class B common stock | $0 | (13) | (13) | Class A common stock | 1,771,038 | 1,771,038 | I | Allegra Kurtz Irrevocable Gift Trust(15) | |||||||
| Class B common stock | $0 | (13) | (13) | Class A common stock | 1,771,038 | 1,771,038 | I | Alexander Kurtz Irrevocable Gift Trust(15) | |||||||
| Class B common stock | $0 | (13) | (13) | Class A common stock | 100,000 | 100,000 | I | Kurtz Family Dynasty Trust(15) | |||||||
| Explanation of Responses: |
| 1. The Class B common stock was converted into Class A common stock on a one-for-one basis. |
| 2. Includes shares to be issued in connection with the vesting of one or more restricted stock units ("RSUs"). |
| 3. This transaction was executed in multiple trades at prices ranging from $190.53 to $191.515. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 4. This transaction was executed in multiple trades at prices ranging from $191.59 to $192.57. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 5. This transaction was executed in multiple trades at prices ranging from $192.60 to $193.58. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 6. This transaction was executed in multiple trades at prices ranging from $193.68 to $194.65. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 7. This transaction was executed in multiple trades at prices ranging from $194.68 to $195.66. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 8. This transaction was executed in multiple trades at prices ranging from $195.69 to $196.685. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 9. This transaction was executed in multiple trades at prices ranging from $196.69 to $197.68. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 10. This transaction was executed in multiple trades at prices ranging from $197.69 to $197.89. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 11. RSUs convert into Class B common stock on a one-for-one basis. |
| 12. Represents RSUs that remain unvested under grants that initially consisted of (i) 2,111,934 RSUs that vest in 16 equal quarterly installments beginning on December 20, 2018 and 703,978 RSUs that vest in eight equal quarterly installments beginning on December 20, 2022; provided that no RSUs vest until the earlier of (A) a change in control of the issuer or (B) the first quarterly vesting date occurring following the expiration of the lock-up period established in connection with the issuer's initial public offering. |
| 13. 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. |
| 14. All or a portion of the Class B common stock was issued in connection with the Reporting Person's exercise of an unvested stock option pursuant to an early exercise provision. Any such shares as to which the option fails to vest will be subject to the Issuer's right of repurchase. |
| 15. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in such shares. |
| Remarks: |
| All reported sales were made to cover tax withholdings due on vesting of restricted stock unit awards, as required under the Issuer's administrative policies. |
| /s/ Remie Solano, as Attorney-in-Fact for George Kurtz | 03/23/2021 | |
| ** 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. | ||