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) 05/01/2020 | ||||||||||||||||||||||||||
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 | 05/01/2020 | C | 13,528 | A | $0(1) | 58,500 | D | |||
Class A Common Stock | 05/01/2020 | S(2) | 13,528 | D | $25.93 | 44,972 | D | |||
Class A Common Stock | 70,775 | I | By trust(3) |
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 | (4) | 05/01/2020 | M | 15,255 | (5) | 04/06/2023 | Class B Common Stock(1) | 15,255 | $0(4) | 0 | D | ||||
Class B Common Stock | (1) | 05/01/2020 | M | 15,255 | (1) | (1) | Class A Common Stock | 15,255 | $0(1) | 156,439 | D | ||||
Restricted Stock Units | (4) | 05/01/2020 | M | 11,250 | (6) | 02/26/2026 | Class B Common Stock(1) | 11,250 | $0(4) | 123,750 | D | ||||
Class B Common Stock | (1) | 05/01/2020 | M | 11,250 | (1) | (1) | Class A Common Stock | 11,250 | $0(1) | 167,689 | D | ||||
Class B Common Stock | (1) | 05/01/2020 | C | 13,528 | (1) | (1) | Class A Common Stock | 13,528 | $0(1) | 154,161 | D | ||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 15,168,173 | 15,168,173 | I | By trust(3) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 98,765 | 98,765 | I | By trust(7) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 222,200 | 222,200 | I | By trust(8) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 222,200 | 222,200 | I | By trust(9) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 98,765 | 98,765 | I | By trust(10)(11) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 222,200 | 222,200 | I | By trust(11)(12) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 222,200 | 222,200 | I | By trust(11)(13) |
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. Shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs). |
3. Shares held of record by Cal Henderson and Rebecca Reeve Henderson, spouse of the Reporting Person, Trustees of The Henderson Family Trust u/a/d/ 7/21/2016. |
4. Each RSU represents the right to receive one share of Class B Common Stock. |
5. The RSUs are subject to time-based and performance-based vesting criteria. The time-based vesting occurs in 16 equal quarterly installments commencing on August 1, 2016, subject to the Reporting Person's continued service with the Issuer on each such date. The performance-based criteria was satisfied upon the Issuer's listing and public trading of its Class A Common Stock on June 20, 2019. |
6. The RSUs are subject to time-based and performance-based vesting criteria. The time-based vesting occurs in 16 equal quarterly installments commencing on May 1, 2019, subject to the Reporting Person's continued service with the Issuer on each such date. The performance-based criteria was satisfied upon the Issuer's listing and public trading of its of Class A Common Stock on June 20, 2019. |
7. Shares held of record by Cal Henderson, Trustee of The Cal Henderson 2019 Grantor Retained Annuity Trust dated May 22, 2019. |
8. Shares held of record by First Republic Trust Company of Delaware LLC and Cal Henderson, Trustees of The Theodore Henderson GST Exempt Trust under the Cal Henderson Family 2019 Irrevocable Trust dated May 22, 2019. |
9. Shares held of record by First Republic Trust Company of Delaware LLC and Cal Henderson, Trustees of The William Franklin Henderson GST Exempt Trust under the Cal Henderson Family 2019 Irrevocable Trust dated May 22, 2019. |
10. Shares held of record by Rebecca Reeve Henderson, Trustee of The Rebecca Reeve Henderson 2019 Grantor Retained Annuity Trust dated May 22, 2019. |
11. The Shares are held of record by Rebecca Reeve Henderson, Trustee of The Rebecca Reeve Henderson 2019 Grantor Retained Annuity Trust dated May 22, 2019; Trustee of the Theodore Henderson GST Exempt Trust under the Rebecca Reeve Henderson Family 2019 Irrevocable Trust dated May 22, 2019; Trustee of the William Franklin Henderson GST Exempt Trust under Rebecca Reeve Henderson Family 2019 Irrevocable Trust dated May 22, 2019; and spouse of the Reporting Person, and as such, may be deemed to be beneficially held by the Reporting Person. |
12. Shares held of record by First Republic Trust Company of Delaware LLC and Rebecca Reeve Henderson, Trustees of The Theodore Henderson GST Exempt Trust under the Rebecca Reeve Henderson Family 2019 Irrevocable Trust dated May 22, 2019. |
13. Shares held of record by First Republic Trust Company of Delaware LLC and Rebecca Reeve Henderson, Trustees of The William Franklin Henderson GST Exempt Trust under the Rebecca Reeve Henderson Family 2019 Irrevocable Trust dated May 22, 2019. |
Remarks: |
/s/ David Schellhase, as Attorney-in-Fact | 05/05/2020 | |
** 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). | ||
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. |