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 Slack Technologies, Inc. [ WORK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/20/2019 | ||||||||||||||||||||||||||
| 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 | 06/20/2019 | S | 2,625,000 | D | $38.61(1) | 3,816,419 | I | By: AH Parallel Fund IV, L.P.(2)(3) | ||
| Class A Common Stock | 06/20/2019 | S | 375,000 | D | $39 | 9,814,412 | I | By: Andreessen Horowitz Fund I, L.P.(4)(5) | ||
| Class A Common Stock | 06/20/2019 | C | 3,866,994 | A | $0(6) | 7,683,413 | I | By: AH Parallel Fund IV, L.P.(2)(3) | ||
| Class A Common Stock | 06/20/2019 | C | 12,003,090 | A | $0(6) | 21,817,502 | I | By: Andreessen Horowitz Fund I, L.P.(4)(5) | ||
| Class A Common Stock | 06/20/2019 | J(7) | 3,866,994 | D | $0 | 3,816,419 | I | By: AH Parallel Fund IV, L.P.(2)(3) | ||
| Class A Common Stock | 06/20/2019 | J(8) | 12,003,090 | D | $0 | 9,814,412 | I | By: Andreessen Horowitz Fund I, L.P.(4)(5) | ||
| Class A Common Stock | 06/20/2019 | J(9) | 1,693,391 | A | $0 | 1,693,391 | I | By Trust(10) | ||
| Class A Common Stock | 06/20/2019 | J(11) | 1,966,679 | A | $0 | 1,966,679 | I | By Trust(12) | ||
| Class A Common Stock | 06/20/2019 | J(13) | 4,464 | A | $0 | 1,971,143 | I | By Trust(12) | ||
| Class A Common Stock | 06/20/2019 | J(14) | 60,536 | A | $0 | 60,536 | I | By: AH Capital Management, L.L.C.(15) | ||
| 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 | (6) | 06/20/2019 | C | 3,866,994 | (6) | (6) | Class A Common Stock | 3,866,994 | $0(6) | 7,784,561 | I | By: AH Parallel Fund IV, L.P.(2)(3) | |||
| Class B Common Stock | (6) | 06/20/2019 | C | 12,003,090 | (6) | (6) | Class A Common Stock | 12,003,090 | $0(6) | 26,194,858 | I | By:Andreessen Horowitz Fund I, L.P(4)(5) | |||
| Class B Common Stock | (6) | (6) | (6) | Class A Common Stock | 42,990 | 42,990 | I | By: a16z Seed III, LLC(16)(17) | |||||||
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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.50 to $39.08. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 2. 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. |
| 3. (Continued from Footnote 2) Each of the Reporting Persons disclaims the existence of a "group" and disclaims 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 its pecuniary interest, if any, in the securities by virtue of its interest in the AH Parallel Fund IV Entities. |
| 4. 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. |
| 5. (Continued from Footnote 4) Each of the Reporting Persons disclaims the existence of a "group" and disclaims 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 its pecuniary interest, if any, in the securities by virtue of its interest in the AH Fund I Entities. |
| 6. 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. |
| 7. On June 20, 2019, the AH Parallel Fund IV Entities distributed, for no consideration, 3,866,994 shares of Class A Common Stock of the Issuer (the "Fund IV Shares") to their limited partners and to AH EP IV Parallel, the general partner of the AH Parallel Fund IV Entities, representing each such partner's pro rata interest in such Fund IV Shares. On the same date, AH EP IV Parallel distributed, for no consideration, the Fund IV Shares it received in the distribution by the AH Parallel Fund IV Entities to its members, representing each such member's pro rata interest in such Fund IV Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 8. On June 20, 2019, the AH Fund I Entities distributed, for no consideration, 12,003,090 shares of Class A Common Stock of the Issuer (the "Fund I Shares") to their limited partners and to AH EP I, the general partner of the AH Fund I Entities, representing each such partner's pro rata interest in such Fund I Shares. On the same date, AH EP I distributed, for no consideration, the Fund I Shares it received in the distribution by the AH Fund I Entities to its members, representing each such member's pro rata interest in such Fund I Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 9. Represents shares received by Ben Horowitz pursuant to pro rata distributions by the AH Parallel Fund IV Entities and the AH Fund I Entities, for no consideration, of shares of Class A Common Stock of the Issuer to their respective partners and such partners' members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 10. The shares are held of record by a family trust for which Ben Horowitz is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Ben Horowitz, disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| 11. Represents shares received by the LAMA Community Trust pursuant to pro rata distributions by the AH Parallel Fund IV Entities and the AH Fund I Entities, for no consideration, of shares of Class A Common Stock of the Issuer to their respective partners and such partner's members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 12. The shares are held of record by the LAMA Community Trust of which Marc Andreessen and his spouse are trustees. Each of the Reporting Persons disclaims the existence of a "group" and, other than Marc Andreessen, disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| 13. Represents shares received by the LAMA Community Trust pursuant to a pro rata distribution by SV Angel II, L.P., for no consideration, of shares of Class A Common Stock of the Issuer to its partners. The aforementioned distribution was made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 14. Represents shares received by AH Capital Management, L.L.C. pursuant to pro rata distributions by the AH Parallel Fund IV Entities and the AH Fund I Entities, for no consideration, of shares of Class A Common Stock of the Issuer to their respective partners and such partners' members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 15. The shares are held of record by AH Capital Management, L.L.C. The members of AH Capital Management, L.L.C. are Marc Andreessen and Ben Horowitz, who share voting and investment power with respect to the shares held by AH Capital Management, L.L.C. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| 16. 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. |
| 17. (Continued from Footnote 16) Each of the Reporting Persons disclaims the existence of a "group" and disclaims 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 its pecuniary interest, if any, in the securities by virtue of its interest in a16z Seed. |
| Remarks: |
| This Form 4 is the first of three Form 4s 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 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. |
| a16z Seed III, LLC By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer | 06/24/2019 | |
| 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. By: AH Equity Partners III, L.L.C. Its: General Partner | 06/24/2019 | |
| By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer | 06/24/2019 | |
| AH Equity Partners III, L.L.C. By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer | 06/24/2019 | |
| ** 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 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. | ||