Sec Form 4 Filing - Accel Leaders Fund L.P. @ CrowdStrike Holdings, Inc. - 2020-01-10

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Accel Leaders Fund L.P.
2. Issuer Name and Ticker or Trading Symbol
CrowdStrike Holdings, Inc. [ CRWD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
500 UNIVERSITY AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/10/2020
(Street)
PALO ALTO, CA94301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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)
Code V Amount (A) or (D) Price
Class A common stock 01/10/2020 C 954,400 A 1,574,760 D ( 2 )
Class A common stock 01/10/2020 C 45,600 A 75,240 I Accel Leaders Fund Investors 2016 L.L.C. ( 3 )
Class A common stock 01/10/2020 C 488,900 A 488,900 I Accel London III L.P. ( 4 )
Class A common stock 01/10/2020 C 11,100 A 11,100 I Accel London Investors 2012 L.P. ( 5 )
Class A common stock 01/10/2020 J( 6 ) 954,400 D $ 0 620,360 D ( 2 )
Class A common stock 01/10/2020 J( 7 ) 45,600 D $ 0 29,640 I Accel Leaders Fund Investors 2016 L.L.C. ( 3 )
Class A common stock 01/10/2020 J( 8 )( 11 ) 488,900 D $ 0 0 I Accel London III L.P. ( 4 )
Class A common stock 01/10/2020 J( 9 ) 11,100 D $ 0 0 I Accel London Investors 2012 L.P. ( 5 )
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B common stock $ 0 01/10/2020 C 954,400 ( 10 ) ( 10 ) Class A common stock 954,400 $ 0 7,599,936 D ( 2 )
Class B common stock $ 0 01/10/2020 C 45,600 ( 10 ) ( 10 ) Class A common stock 45,600 $ 0 363,116 I Accel Leaders Fund Investors 2016 L.L.C. ( 3 )
Class B common stock $ 0 01/10/2020 C 488,900 ( 10 ) ( 10 ) Class A common stock 488,900 $ 0 4,081,291 I Accel London III L.P. ( 4 )
Class B common stock $ 0 01/10/2020 C 11,100 ( 10 ) ( 10 ) Class A common stock 11,100 $ 0 92,662 I Accel London Investors 2012 L.P. ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Accel Leaders Fund L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel Leaders Fund Associates L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel Leaders Fund Investors 2016 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
ACCEL LONDON III LP
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel London III Associates L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel London Investors 2012 L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Accel London III Associates L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA94301
X
Signatures
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Leaders Fund L.P. 01/14/2020
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Leaders Fund II Associates L.L.C. 01/14/2020
Signature of Reporting Pers on Date
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Leaders Fund Investors 2016 L.L.C. 01/14/2020
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel London III L.P. 01/14/2020
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel London III Associates L.P. 01/14/2020
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel London Investors 2012 L.P. 01/14/2020
Signature of Reporting Person Date
/s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel London III Associates L.L.C. 01/14/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Class B common stock convert into Class A common stock on a one-for-one basis.
( 2 )These shares are held by Accel Leaders Fund L.P. Accel Leaders Fund Associates L.L.C. is the general partner of Accel Leaders Fund L.P. and has the sole voting and dispositive power with regard to the shares held by Accel Leaders Fund L.P. Accel Leaders Fund Associates L.L.C. disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that either such reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
( 3 )These shares are held by Accel Leaders Fund Investors 2016 L.L.C.
( 4 )These shares are held by Accel London III L.P. Accel London III Associates L.P. is the general partner of Accel London III L.P. and has sole voting and dispositive power with regard to the shares held by Accel London III L. P. Accel London III Associates L.L.C. is the general partner of Accel London III Associates L.P. and Accel London Investors 2012 L.P (together with Accel London III L.P., the "Accel London III Entities"). Accel London III Associates L.L.C. has sole voting and dispositive power with regard to the shares held by the Accel London III Entities. Each of Accel London III Associates L.P. and Accel London III Associates L.L.C. disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that either such reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
( 5 )These shares are held by Accel London Investors 2012 L.P.
( 6 )On January 10, 2020, Accel Leaders Fund L.P. distributed, for no consideration, 954,400 shares of Class A common stock of the Issuer (the "Accel Leaders Fund Shares") to its limited partners and to Accel Leaders Fund Associates L.L.C., the general partner of Accel Leaders Fund L.P., representing each such partner's pro rata interest in such Accel Leaders Fund Shares. On the same date, Accel Leaders Fund Associates L.L.C. distributed, for no consideration, the Accel Leaders Fund Shares it received in the distribution by Accel Leaders Fund L.P. to its members, representing each such member's pro rata interest in such Accel Leaders Fund 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.
( 7 )On January 10, 2020, Accel Leaders Fund Investors 2016 L.L.C. distributed, for no consideration, 45,600 shares of Class A common stock of the Issuer (the "Accel Leaders Fund Investors Shares") to its members, representing each such partner's pro rata interest in such Accel Leaders Fund Investors 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.
( 8 )On January 10, 2020, Accel London III L.P. distributed, for no consideration, 488,900 shares of Class A common stock of the Issuer (the "Accel London III Shares") to its limited partners and to Accel London III Associates L.P., the general partner of Accel London III L.P., representing each such partner's pro rata interest in such Accel London III Shares. On the same date, Accel London III Associates L.P. distributed, for no consideration, the Accel London III Shares it received in the distribution by Accel London III L.P. to its limited partners and to Accel London III Associates L.L.C., the general partner of Accel London III Associates L.P., representing each such partner's pro rata interest in such Accel London III Shares. Continued in footnote (11) below.
( 9 )On January 10, 2020, Accel London Investors 2012 L.P. distributed, for no consideration, 11,100 shares of Class A common stock of the Issuer (the "Accel London Investors Shares") to its limited partners and to Accel London III Associates L.L.C., the general partner of Accel London Investors 2012 L.P., representing each such partner's pro rata interest in such Accel London Investors Shares. On that same date, Accel London III Associates L.L.C. distributed, for no consideration, the Accel London Investors Shares it received in the distribution by Accel London Investors 2012 L.P. to its members, representing each such member's pro rata interest in such Accel London Investors 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.
( 10 )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.
( 11 )Also on that same date, Accel London III Associates L.L.C. distributed, for no consideration, the Accel London III Shares it received in the distribution by Accel London III Associates L.P. to its members, representing each such member's pro rata interest in such Accel London III 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.

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.