Slack (WORK) Form 4 Slack / JOHN OFARRELL 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^*

OFARRELL JOHN

(Last) (First) (Middle)

C/O SLACK TECHNOLOGIES, INC.

500 HOWARD STREET

(Street)

SAN FRANCISCO, CA 94105

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2020

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/13/2020		C		2,188,678	A	$0(1)	12,003,090	I	By: Andreessen Horowitz Fund I, L.P.(2)
Class A Common Stock	03/13/2020		C		50,575	A	$0(1)	3,866,994	I	By: AH Parallel Fund IV, L.P.(3)
Class A Common Stock	03/13/2020		J(4)		12,003,090	D	$0(1)	0	I	By: Andreessen Horowitz Fund I, L.P.(2)
Class A Common Stock	03/13/2020		J(5)		3,866,994	D	$0(1)	0	I	By: AH Parallel Fund IV, L.P.(3)
Class A Common Stock	03/13/2020		J(6)		267,275	A	$0(1)	534,551	I	By Trust(7)

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	(1)	03/13/2020		C			2,188,678	(1)	(1)	Class A Common Stock	2,188,678	$0(1)	24,006,180	I	By: Andreessen Horowitz Fund I, L.P.(2)
Class B Common Stock	(1)	03/13/2020		C			50,575	(1)	(1)	Class A Common Stock	50,575	$0(1)	7,733,986	I	By: AH Parallel Fund IV, L.P.(3)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	42,990		42,990	I	By: a16z Seed-III, LLC(8)

Explanation of Responses:

1. Each share of Class B Common Stock is convertible without payment or consideration into one share of Class A Common Stock at the option of the holder and has no expiration date.

2. 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"). The Reporting Person 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 he 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, and/or the general partner entity thereof, as applicable.

3. 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"). The Reporting Person 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 he 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, and/or the general partner entity thereof, as applicable.

4. On March 13, 2020, 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 Equity Partners I, L.L.C ("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 16a-9 of the Securities Exchange Act of 1934, as amended.

5. On March 13, 2020, 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 Equity Partners IV (Parallel), L.L.C. ("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 16a-9 of the Securities Exchange Act of 1934, as amended.

6. Represents shares received by the Reporting Person pursuant to a distribution by each of 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 16a-9 of the Securities Exchange Act of 1934, as amended.

7. The shares are held of record by a family trust for which the Reporting Person is a trustee.

8. These shares are held of record by a16z Seed III, LLC ("a16z Seed"). The Reporting Person disclaims beneficial ownership of the securities held by a16z Seed and this report shall not be deemed an admission that he 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, and/or its members and/or the general partner entity thereof, as applicable.

Remarks:

	/s/ David Schellhase, as Attorney-in-Fact	03/17/2020
	** 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).
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