Sec Form 4 Filing - Warburg Pincus Private Equity X, L.P. @ CrowdStrike Holdings, Inc. - 2019-06-14

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
Warburg Pincus Private Equity X, 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)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
450 LEXINGTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
06/14/2019
(Street)
NEW YORK, NY10017
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
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 ( 1 ) ( 2 ) ( 7 ) 06/14/2019 C 53,235,674 ( 1 )( 2 )( 7 ) ( 1 )( 2 )( 7 ) Class A Common Stock 53,235,674 ( 1 ) ( 2 ) ( 7 ) 54,938,776 D
Class B Common Stock ( 1 ) ( 2 ) ( 7 ) 06/14/2019 C 1,703,102 ( 1 )( 2 )( 7 ) ( 1 )( 2 )( 7 ) Class A Common Stock 1,703,102 ( 1 ) ( 2 ) ( 7 ) 54,938,776 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Series A-1 Convertible Preferred Stock ( 1 ) ( 2 ) ( 7 ) 06/14/2019 C 48,450,000 ( 1 )( 2 )( 7 ) ( 1 )( 2 )( 7 ) Class B Common Stock 48,450,000 ( 1 ) ( 2 ) ( 7 ) 0 D
Series A-1 Convertible Preferred Stock ( 1 ) ( 2 ) ( 7 ) 06/14/2019 C 1,550,000 ( 1 )( 2 )( 7 ) ( 1 )( 2 )( 7 ) Class B Common Stock 1,550,000 ( 1 ) ( 2 ) ( 7 ) 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Series B Convertible Preferred Stock ( 1 ) ( 2 ) ( 7 ) 06/14/2019 C 2,758,718 ( 1 )( 2 )( 7 ) ( 1 )( 2 )( 7 ) Class B Common Stock 2,758,718 ( 1 ) ( 2 ) ( 7 ) 0 D
Series B Convertible Preferred Stock ( 1 ) ( 2 ) ( 7 ) 06/14/2019 C 88,256 ( 1 )( 2 )( 7 ) ( 1 )( 2 )( 7 ) Class B Common Stock 88,256 ( 1 ) ( 2 ) ( 7 ) 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Series C Convertible Preferred Stock ( 1 ) ( 2 ) ( 7 ) 06/14/2019 C 951,756 ( 1 )( 2 )( 7 ) ( 1 )( 2 )( 7 ) Class B Common Stock 951,756 ( 1 ) ( 2 ) ( 7 ) 0 D
Series C Convertible Preferred Stock ( 1 ) ( 2 ) ( 7 ) 06/14/2019 C 30,448 ( 1 )( 2 )( 7 ) ( 1 )( 2 )( 7 ) Class B Common Stock 30,448 ( 1 ) ( 2 ) ( 7 ) 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Series D Convertible Preferred Stock ( 1 ) ( 2 ) ( 7 ) 06/14/2019 C 1,075,200 ( 1 )( 2 )( 7 ) ( 1 )( 2 )( 7 ) Class B Common Stock 1,075,200 ( 1 ) ( 2 ) ( 7 ) 0 D
Series D Convertible Preferred Stock ( 1 ) ( 2 ) ( 7 ) 06/14/2019 C 34,398 ( 1 )( 2 )( 7 ) ( 1 )( 2 )( 7 ) Class B Common Stock 34,398 ( 1 ) ( 2 ) ( 7 ) 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Warburg Pincus Private Equity X, L.P.
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus X Partners, L.P.
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus X GP L.P.
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus X, L.P.
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
WPP GP LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus Partners, L.P.
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus Partners GP LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
KAYE CHARLES R
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Signatures
WARBURG PINCUS PRIVATE EQUITY X, L.P. By: WP X, L.P., its GP By: WP X GP L.P., its GP By: WPP GP LLC, its GP By: WPP, L.P., its MM By: WPP GP LLC, its GP By: WP & Co., its MM By: /s/ Steven G. Glenn Name: Steven G. Glenn Title: Partner 06/18/2019
** Signature of Reporting Person Date
WARBURG PINCUS X PARTNERS, L.P. By: WP X, L.P., its GP By: WP X GP L.P., its GP By: WPP GP LLC, its GP By: WPP, L.P., its MM By: WPP GP LLC, its GP By: WP & Co., its MM By: /s/ Steven G. Glenn Name: Steven G. Glenn Title: Partner 06/18/2019
** Signature of Reporting Person Date
WARBURG PINCUS X, L.P. By: WP X GP L.P., its GP By: WPP GP LLC, its GP By: WPP, L.P., its MM By: WPP GP LLC, its GP By: WP & Co., its MM By: /s/ Steven G. Glenn Name: Steven G. Glenn Title: Partner 06/18/2019
** Signature of Reporting Person Date
WARBURG PINCUS X GP L.P. By: WPP GP LLC, its GP By: WPP, L.P., its MM By: WPP GP LLC, its GP By: WP & Co., its MM By: /s/ Steven G. Glenn Name: Steven G. Glenn Title: Partner 06/18/2019
** Signature of Reporting Person Date
WPP GP LLC By: WPP, L.P., its MM By: WPP GP LLC, its GP By: WP & Co., its MM By: /s/ Steven G. Glenn Name: Steven G. Glenn Title: Partner 06/18/2019
** Signature of Reporting Person Date
WARBURG PINCUS PARTNERS, L.P. By: WPP GP LLC, its GP By: WP & Co., its MM By: /s/ Steven G. Glenn Name: Steven G. Glenn Title: Partner 06/18/2019
** Signature of Reporting Person Date
WARBURG PINCUS PARTNERS GP LLC By: WP & Co., its MM By: /s/ Steven G. Glenn Name: Steven G. Glenn Title: Partner 06/18/2019
** Signature of Reporting Person Date
WARBURG PINCUS & CO. By: /s/ Steven G. Glenn Name: Steven G. Glenn Title: Partner 06/18/2019
** Signature of Reporting Person Date
WARBURG PINCUS LLC By: /s/ Steven G. Glenn Name: Steven G. Glenn Title: Managing Director 06/18/2019
** Signature of Reporting Person Date
CHARLES R. KAYE By: /s/ Charles R. Kaye Name: Charles R. Kaye By: Steven G. Glenn, Attorney-in-Fact* 06/18/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed on behalf of the Warburg Pincus Entities (as defined below). Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 53,235,674 shares of Class B common stock, through the conversion of 48,450,000 shares of Series A-1 Convertible Preferred Stock (the "Series A-1 Preferred") of CrowdStrike Holdings, Inc. (the "Issuer"), 2,758,718 shares of Series B Convertible Preferred Stock (the "Series B Preferred") of the Issuer, 951,756 shares of Series C Convertible Preferred Stock (the "Series C Preferred") of the Issuer and 1,075,200 shares of Series D Convertible Preferred Stock (the "Series D Preferred") of the Issuer.
( 2 )Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,703,102 shares of Class B common stock, through the conversion of 1,550,000 shares of Series A-1 Preferred of the Issuer, 88,256 of Series B Preferred of the Issuer, 30,448 of Series C Preferred of the Issuer and 34,398 of Series D Preferred of the Issuer. The Series A-1 Preferred, Series B Preferred, Series C Preferred and Series D Preferred 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 has no expiration date.
( 3 )Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.
( 4 )Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Entities except to the extent of their pecuniary interest therein. Mr. Landy also serves as a director of the Issuer and is reporting on a separate Form 3.
( 5 )Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."
( 6 )By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Warburg Pincus Entities and certain affiliates may be deemed to be beneficial owners of the Class A Stock of the Issuer and Class B Stock of the Issuer held collectively by the WPP Funds. The Warburg Pincus Entities and such affiliates disclaim beneficial ownership of such Class A Stock of the Issuer and Class B Stock of the Issuer except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.
( 7 )Each share of Class B common stock is convertible at any time at the option of the Reporting Persons 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.

Remarks:
This Form 4 is one of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. * The Power of Attorney given by Mr. Kaye was previously filed with the U.S. Securities & Exchange Commission on July 12, 2016 as an exhibit to the Schedule 13D filed by WEX Inc. and is hereby incorporated by reference.

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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