Sec Form 4 Filing - Warburg Pincus Private Equity X, L.P. @ CrowdStrike Holdings, Inc. - 2020-01-13

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)
C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/13/2020
(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
Class A Common Stock 01/13/2020 C 8,708,657 A 8,708,657 D
Class A Common Stock 01/13/2020 C 278,713 A 278,713 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Class A Common Stock 01/13/2020 J 8,708,657 D 0 D
Class A Common Stock 01/13/2020 J 278,713 D 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Class A Common Stock 01/13/2020 A 92,900 A 92,900 I See Footnotes ( 1 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
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 ) ( 9 ) 01/13/2020 C 8,708,657 ( 1 )( 2 )( 9 ) ( 1 )( 2 )( 9 ) Class A Common Stock 8,708,657 ( 1 ) ( 2 ) ( 9 ) 26,602,653 D
Class B Common Stock ( 1 ) ( 2 ) ( 9 ) 01/13/2020 C 278,713 ( 1 )( 2 )( 9 ) ( 1 )( 2 )( 9 ) Class A Common Stock 278,713 ( 1 ) ( 2 ) ( 9 ) 853,165 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Warburg Pincus Private Equity X, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus X Partners, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus X, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus X GP L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
WPP GP LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus Partners, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus Partners GP LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
WARBURG PINCUS & CO.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
WARBURG PINCUS LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
KAYE CHARLES R
C/O WARBURG PINCUS LLC
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/ Robert B. Knauss Name: Robert B. Knauss Title: Partner 01/14/2020
** 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/ Robert B. Knauss Name: Robert B. Knauss Title: Partner 01/14/2020
** 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/ Robert B. Knauss Name: Robert B. Knauss Title: Partner 01/14/2020
** 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/ Robert B. Knauss Name: Robert B. Knauss Title: Partner 01/14/2020
** Signature of Reporting Person Date
WPP GP LLC By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner 01/14/2020
** Signature of Reporting Person Date
WARBURG PINCUS PARTNERS, L.P. By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner 01/14/2020
** Signature of Reporting Person Date
WARBURG PINCUS PARTNERS GP LLC By: Warburg Pincus & Co., its managing member By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner 01/14/2020
** Signature of Reporting Person Date
WARBURG PINCUS & CO. By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Partner 01/14/2020
** Signature of Reporting Person Date
WARBURG PINCUS LLC By: /s/ Robert B. Knauss Name: Robert B. Knauss Title: Managing Director 01/14/2020
** Signature of Reporting Person Date
CHARLES R. KAYE By: /s/ Robert B. Knauss Name: Charles R. Kaye By: Robert B. Knauss, Attorney-in-Fact* 01/14/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed on behalf of the Warburg Pincus Entities (as defined below). Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 26,602,653 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 8,708,657 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on January 13, 2020.
( 2 )Following the transactions reported in this Form 4, 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 853,165 shares of Class B Common Stock, having converted 278,713 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on January 13, 2020.
( 3 )On January 13, 2020, the WPP Funds distributed an aggregate of 8,987,370 shares of Class A Common Stock to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities, with no consideration being paid in connection therewith (the "Distribution").
( 4 )Following the Distribution, entities of which Charles R. Kaye is the beneficial owner hold 92,900 shares of Class A Common Stock, having received such shares of Class A Common Stock in connection with the Distribution.
( 5 )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.
( 6 )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. Mr. 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 4.
( 7 )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."
( 8 )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 Common Stock and Class B Common Stock held collectively by the WPP Funds. The Warburg Pincus Entities and such affiliates disclaim beneficial ownership of such Class A Common Stock and Class B Common Stock 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.
( 9 )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 three Forms 4 filed relating to the same event. The Form 4 has been split into three 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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