Slack Form 4 / Chamath Palihapitiya 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^*

Palihapitiya Chamath

(Last)

(First)

(Middle)

C/O SOCIAL CAPITAL

120 HAWTHORNE AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Slack Technologies, Inc. [ WORK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	06/07/2019		C			266,181	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	266,181	$0.00	0	I	See Footnotes⁽³⁾⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	06/07/2019		C			37,897,920	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	37,897,920	$0.00	0	I	See Footnotes⁽⁴⁾⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	06/07/2019		C			5,392,140	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	5,392,140	$0.00	0	I	See Footnotes⁽⁴⁾⁽⁶⁾
Series E Preferred Stock	⁽¹⁾	06/07/2019		C			2,511,300	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	2,511,300	$0.00	0	I	By:The Social+Capital Partnership Opportunities Fund, L.P.⁽⁵⁾⁽⁶⁾
Series F Preferred Stock	⁽¹⁾	06/07/2019		C			2,550,628	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	2,550,628	$0.00	0	I	By:The Social+Capital Partnership Opportunities Fund, L.P.⁽⁵⁾⁽⁶⁾
Series G Preferred Stock	⁽¹⁾	06/07/2019		C			322,407	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	322,407	$0.00	0	I	See Footnotes⁽³⁾⁽⁶⁾
Class B Common Stock	⁽²⁾	06/07/2019		J⁽¹⁾		48,940,576		⁽²⁾	⁽²⁾	Class A Common Stock⁽²⁾	48,940,576	$0.00	50,853,362	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. The Series A, Series C, Series D, Series E, Series F, and Series G 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 were converted, in an exempt transaction pursuant to Rule 16b-7, into shares of Class B Common Stock of the Issuer.

2. 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.

3. The shares are held by The Social+Capital Partnership III, L.P. (the "SC III") for itself and as nominee for The Social+Capital Partnership Principals Fund III, L.P. (the "Principals III"). The Social+Capital Partnership GP III, Ltd. (the "GP III Ltd.") is the general partner of The Social+Capital Partnership GP III, L.P. (the "GP III LP"), which is the general partner of SC III. The sole member of GP III Ltd. is Social Capital Holdings Inc. ("SC Holdings"). GP III Ltd. has sole voting and dispositive power with regard to the shares held by SC III.

4. The shares are held by The Social+Capital Partnership II, L.P., (the "SC II") for itself and as nominee for certain other individuals and entities. The Social+Capital Partnership GP II, Ltd.(the "GP II Ltd.") is the general partner of The Social+Capital Partnership GP II, L.P. (the "GP II LP"), which is the general partner of SC II. The sole member of GP II Ltd. is SC Holdings. GP II Ltd. has sole voting and dispositive power with regard to the shares held by SC II.

5. The shares are held by The Social+Capital Partnership Opportunities Fund, L.P., (the "SCP Opportunities Fund"). The Social+Capital Partnership Opportunities Fund GP, Ltd. (the "Opportunities GP Ltd") is the general partner of The Social+Capital Partnership Opportunities Fund GP, L.P. (the "Opportunities GP LP"), which is the general partner of SCP Opportunities Fund. The sole member of Opportunities GP Ltd. is SC Holdings. Opportunities GP Ltd. has sole voting and dispositive power with regard to the shares held by SCP Opportunities Fund.

6. Chamath Palihapitiya is the Chief Executive Officer of SC Holdings and holds voting and dispositive power over shares controlled by GP II Ltd., GP III Ltd., and Opportunities GP Ltd.

Remarks:

	/s/ Chamath Palihapitiya	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 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.

Slack (WORK) Form 4Slack / Chamath Palihapitiya ownership change