Sec Form 4 Filing - GANDHI SAMEER K @ CrowdStrike Holdings, Inc.

Insider filing report for Changes in Beneficial Ownership

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FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person

GANDHI SAMEER K

2. Issuer Name and Ticker or Trading Symbol
CrowdStrike Holdings, Inc. [ CRWD]

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

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

(Last)

(First)

(Middle)

C/O CROWDSTRIKE HOLDINGS, INC., 150 MATHILDA PLACE, SUITE 300

3. Date of Earliest Transaction (MM/DD/YY)
06/14/2019

(Street)

SUNNYVALE, CA94086

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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 (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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)
Class A common stock	06/14/2019		P		620,360	A	$ 34	620,360	I	Accel Leaders Fund L.P. ^{( 5 )}
Class A common stock	06/14/2019		P		29,640	A	$ 34	29,640	I	Accel Leaders Fund Investors 2016 L.L.C. ^{( 6 )}

**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 (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	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 (MM/DD/YY)		7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B common stock	^{( 1 )}	06/14/2019		C		18,634,953		^{( 1 )}	^{( 1 )}	Class A common stock	18,634,953	$ 0	18,716,244	I	Accel Growth Fund II L.P. ^{( 2 )}
Class B common stock	^{( 1 )}	06/14/2019		C		1,349,914		^{( 1 )}	^{( 1 )}	Class A common stock	1,349,914	$ 0	1,355,803	I	Accel Growth Fund II Strategic Partners L.P. ^{( 3 )}
Class B common stock	^{( 1 )}	06/14/2019		C		2,000,686		^{( 1 )}	^{( 1 )}	Class A common stock	2,000,686	$ 0	2,009,414	I	Accel Growth Fund Investors 2013 L.L.C. ^{( 4 )}
Class B common stock	^{( 1 )}	06/14/2019		C		8,188,199		^{( 1 )}	^{( 1 )}	Class A common stock	8,188,199	$ 0	8,554,336	I	Accel Leaders Fund L.P. ^{( 5 )}
Class B common stock	^{( 1 )}	06/14/2019		C		391,222		^{( 1 )}	^{( 1 )}	Class A common stock	391,222	$ 0	408,716	I	Accel Leaders Fund Investors 2016 L.L.C. ^{( 6 )}
Class B common stock	^{( 1 )}	06/14/2019		C		5,547,991		^{( 1 )}	^{( 1 )}	Class A common stock	5,547,991	$ 0	5,547,991	I	Accel London III L.P. ^{( 7 )}
Class B common stock	^{( 1 )}	06/14/2019		C		125,962		^{( 1 )}	^{( 1 )}	Class A common stock	125,962	$ 0	125,962	I	Accel London Investors 2012 L.P. ^{( 8 )}
Series B Redeemable Convertible Preferred Stock	^{( 9 )}	06/14/2019		C			12,065,478	^{( 9 )}	^{( 9 )}	Class B common stock	12,065,478	$ 0	0	I	Accel Growth Fund II L.P. ^{( 2 )}
Series B Redeemable Convertible Preferred Stock	^{( 9 )}	06/14/2019		C			874,022	^{( 9 )}	^{( 9 )}	Class B common stock	874,022	$ 0	0	I	Accel Growth Fund II Strategic Partners L.P. ^{( 3 )}
Series B Redeemable Convertible Preferred Stock	^{( 9 )}	06/14/2019		C			1,295,374	^{( 9 )}	^{( 9 )}	Class B common stock	1,295,374	$ 0	0	I	Accel Growth Fund Investors 2013 L.L.C. ^{( 4 )}
Series B Redeemable Convertible Preferred Stock	^{( 9 )}	06/14/2019		C			3,479,714	^{( 9 )}	^{( 9 )}	Class B common stock	3,479,714	$ 0	0	I	Accel London III L.P. ^{( 7 )}
Series B Redeemable Convertible Preferred Stock	^{( 9 )}	06/14/2019		C			79,004	^{( 9 )}	^{( 9 )}	Class B common stock	79,004	$ 0	0	I	Accel London Investors 2012 L.P. ^{( 8 )}
Series C Redeemable Convertible Preferred Stock	^{( 10 )}	06/14/2019		C			4,490,880	^{( 10 )}	^{( 10 )}	Class B common stock	4,490,880	$ 0	0	I	Accel Growth Fund II L.P. ^{( 2 )}
Series C Redeemable Convertible Preferred Stock	^{( 10 )}	06/14/2019		C			325,318	^{( 10 )}	^{( 10 )}	Class B common stock	325,318	$ 0	0	I	Accel Growth Fund II Strategic Partners L.P. ^{( 3 )}
Series C Redeemable Convertible Preferred Stock	^{( 10 )}	06/14/2019		C			482,150	^{( 10 )}	^{( 10 )}	Class B common stock	482,150	$ 0	0	I	Accel Growth Fund Investors 2013 L.L.C. ^{( 4 )}
Series C Redeemable Convertible Preferred Stock	^{( 10 )}	06/14/2019		C			1,295,180	^{( 10 )}	^{( 10 )}	Class B common stock	1,295,180	$ 0	0	I	Accel London III L.P. ^{( 7 )}
Series C Redeemable Convertible Preferred Stock	^{( 10 )}	06/14/2019		C			29,406	^{( 10 )}	^{( 10 )}	Class B common stock	29,406	$ 0	0	I	Accel London Investors 2012 L.P. ^{( 8 )}
Series D Redeemable Convertible Preferred Stock	^{( 11 )}	06/14/2019		C			1,563,692	^{( 11 )}	^{( 11 )}	Class B common stock	1,563,692	$ 0	0	I	Accel Growth Fund II L.P. ^{( 2 )}
Series D Redeemable Convertible Preferred Stock	^{( 11 )}	06/14/2019		C			113,274	^{( 11 )}	^{( 11 )}	Class B common stock	113,274	$ 0	0	I	Accel Growth Fund II Strategic Partners L.P. ^{( 3 )}
Series D Redeemable Convertible Preferred Stock	^{( 11 )}	06/14/2019		C			167,881	^{( 11 )}	^{( 11 )}	Class B common stock	167,881	$ 0	0	I	Accel Growth Fund Investors 2013 L.L.C. ^{( 4 )}
Series D Redeemable Convertible Preferred Stock	^{( 11 )}	06/14/2019		C			5,869,072	^{( 11 )}	^{( 11 )}	Class B common stock	5,869,072	$ 0	0	I	Accel Leaders Fund L.P. ^{( 5 )}
Series D Redeemable Convertible Preferred Stock	^{( 11 )}	06/14/2019		C			280,417	^{( 11 )}	^{( 11 )}	Class B common stock	280,417	$ 0	0	I	Accel Leaders Fund Investors 2016 L.L.C. ^{( 6 )}
Series D Redeemable Convertible Preferred Stock	^{( 11 )}	06/14/2019		C			773,097	^{( 11 )}	^{( 11 )}	Class B common stock	773,097	$ 0	0	I	Accel London III L.P. ^{( 7 )}
Series D Redeemable Convertible Preferred Stock	^{( 11 )}	06/14/2019		C			17,552	^{( 11 )}	^{( 11 )}	Class B common stock	17,552	$ 0	0	I	Accel London Investors 2012 L.P. ^{( 8 )}
Series E Redeemable Convertible Preferred Stock	^{( 12 )}	06/14/2019		C			514,903	^{( 12 )}	^{( 12 )}	Class B common stock	514,903	$ 0	0	I	Accel Growth Fund II L.P. ^{( 2 )}
Series E Redeemable Convertible Preferred Stock	^{( 12 )}	06/14/2019		C			37,300	^{( 12 )}	^{( 12 )}	Class B common stock	37,300	$ 0	0	I	Accel Growth Fund II Strategic Partners L.P. ^{( 3 )}
Series E Redeemable Convertible Preferred Stock	^{( 12 )}	06/14/2019		C			55,281	^{( 12 )}	^{( 12 )}	Class B common stock	55,281	$ 0	0	I	Accel Growth Fund Investors 2013 L.L.C. ^{( 4 )}
Series E Redeemable Convertible Preferred Stock	^{( 12 )}	06/14/2019		C			2,319,127	^{( 12 )}	^{( 12 )}	Class B common stock	2,319,127	$ 0	0	I	Accel Leaders Fund L.P. ^{( 5 )}
Series E Redeemable Convertible Preferred Stock	^{( 12 )}	06/14/2019		C			110,805	^{( 12 )}	^{( 12 )}	Class B common stock	110,805	$ 0	0	I	Accel Leaders Fund Investors 2016 L.L.C. ^{( 6 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GANDHI SAMEER K C/O CROWDSTRIKE HOLDINGS, INC. 150 MATHILDA PLACE, SUITE 300 SUNNYVALE, CA94086	X	X

**Signatures**
/s/ Remie Solano, as Attorney-in-Fact, for Sameer K. Gandhi		06/18/2019
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )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.
( 2 )Accel Growth Fund II Associates L.L.C. is the general partner of Accel Growth Fund II L.P. and has the sole voting and investment power. The Reporting Person is a Managing Member of Accel Growth Fund II Associates L.L.C. along with Andrew G. Braccia, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong, who share voting and investment powers over such shares. The Reporting Person and each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.
( 3 )Accel Growth Fund II Associates L.L.C. is the general partner of Accel Growth Fund II Strategic Partners L.P. and has the sole voting and investment power. The Reporting Person is a Managing Member of Accel Growth Fund II Associates L.L.C. along with Andrew G. Braccia, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong, who share voting and investment powers over such shares. The Reporting Person and each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.
( 4 )The Reporting Person is a Managing Member of Accel Growth Fund Investors 2013 L.L.C. along with Andrew G. Braccia, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong, who share voting and investment powers over such shares. The Reporting Person and each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.
( 5 )Accel Leaders Fund Associates L.L.C. is the general partner of Accel Leaders Fund L.P. and has the sole voting and investment power. The Reporting Person is a Managing Member of Accel Leaders Fund Associates L.L.C. along with Andrew G. Braccia, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong, who share voting and investment powers over such shares. The Reporting Person and each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.
( 6 )The Reporting Person is a Managing Member of Accel Leaders Fund Investors 2016 L.L.C. along with Andrew G. Braccia, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong, who share voting and investment powers over such shares. The Reporting Person and each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.
( 7 )Accel London III Associates L.L.C. is the general partner of Accel London III Associates L.P. which is the general partner of Accel London III L.P. and has the sole voting and investment power. Jonathan Biggs, Kevin Comolli, Sonali De Rycker, Bruce Golden and Hendrick Nelis are the Managers of Accel London III Associates L.L.C. and share voting and investment powers over such shares. The Reporting Person and each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.
( 8 )Accel London III Associates L.L.C. is the general partner of Accel London Investors 2012 L.P. and has the sole voting and investment power. Jonathan Biggs, Kevin Comolli, Sonali De Rycker, Bruce Golden and Hendrick Nelis are the Managers of Accel London III Associates L.L.C. and share voting and investment powers over such shares. The Reporting Person and each Managing Member disclaims beneficial ownership except to the extent of his or her pecuniary interest therein.
( 9 )The Series B Redeemable Convertible Preferred Stock converted into Class B common stock, without the payment of additional consideration by the holder, immediately prior to the completion of the issuer's initial public offering on a one for one basis. This stock had no expiration date.
( 10 )The Series C Redeemable Convertible Preferred Stock converted into Class B common stock, without the payment of additional consideration by the holder, immediately prior to the completion of the issuer's initial public offering on a one for one basis. This stock had no expiration date.
( 11 )The Series D Redeemable Convertible Preferred Stock converted into Class B common stock, without the payment of additional consideration by the holder, immediately prior to the completion of the issuer's initial public offering on a one for one basis. This stock had no expiration date.
( 12 )The Series E Redeemable Convertible Preferred Stock converted into Class B common stock, without the payment of additional consideration by the holder, immediately prior to the completion of the issuer's initial public offering on a one for one basis. This stock had no expiration 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.

Sec Form 4 Filing - GANDHI SAMEER K @ CrowdStrike Holdings, Inc. - 2019-06-14