Sec Form 4 Filing - Social Capital Holdings Inc. @ Slack Technologies, Inc. - 2019-09-20

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
Social Capital Holdings Inc.
2. Issuer Name and Ticker or Trading Symbol
Slack Technologies, Inc. [ WORK]
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)
C/O SOCIAL CAPITAL, 120 HAWTHORNE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
09/20/2019
(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 09/20/2019 J( 1 ) 450,247 D $ 0 ( 1 ) 125,069 I See Footnotes ( 2 ) ( 5 )
Class A Common Stock 09/20/2019 J( 1 ) 7,792,212 D $ 0 ( 1 ) 2,164,503 I See Footnotes ( 3 ) ( 5 )
Class A Common Stock 09/20/2019 J( 1 ) 911,147 D $ 0 ( 1 ) 253,096 I See Footnotes ( 4 ) ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Social Capital Holdings Inc.
C/O SOCIAL CAPITAL
120 HAWTHORNE AVENUE
PALO ALTO, CA94301
X
Social Capital Partnership GP II, Ltd.
C/O SOCIAL CAPITAL HOLDINGS INC.
120 HAWTHORNE AVENUE
PALO ALTO94070
X
Social Capital Partnership II, L.P.
C/O SOCIAL CAPITAL HOLDINGS INC.
120 HAWTHORNE AVENUE
PALO ALTO, CA94070
X
Social Capital Partnership Principals Fund II, L.P.
C/O SOCIAL CAPITAL HOLDINGS INC.
120 HAWTHORNE AVENUE
PALO ALTO, CA94070
X
Social Capital Partnership GP II, L.P.
C/O SOCIAL CAPITAL HOLDINGS INC.
120 HAWTHORNE AVENUE
PALO ALTO, CA94070
X
Social Capital Partnership III, L.P.
C/O SOCIAL CAPITAL HOLDINGS INC.
120 HAWTHORNE AVENUE
PALO ALTO, CA94070
X
Social Capital Partnership Principals Fund III, L.P.
C/O SOCIAL CAPITAL HOLDINGS INC.
120 HAWTHORNE AVENUE
PALO ALTO, CA94070
X
Social Capital Partnership GP III, Ltd
C/O SOCIAL CAPITAL HOLDINGS INC.
120 HAWTHORNE AVENUE
PALO ALTO, CA94070
X
Social Capital Partnership GP III, L.P.
C/O SOCIAL CAPITAL HOLDINGS INC.
120 HAWTHORNE AVENUE
PALO ALTO, CA94070
X
Signatures
/s/Chamath Palihapitiya 09/24/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were distributed on a pro rata basis, for no consideration.
( 2 )The shares are held by The Social+Capital Partnership III, L.P. (the "SC III") for itself and as nominee for The Social+Capital Partnership Principals Fund III, L.P. (the "Principals III"). The Social+Capital Partnership GP III, Ltd. (the "GP III Ltd.") is the general partner of The Social+Capital Partnership GP III, L.P. (the "GP III LP"), which is the general partner of SC III. The sole member of GP III Ltd. is Social Capital Holdings Inc. ("SC Holdings"). GP III Ltd. has sole voting and dispositive power with regard to the shares held by SC III.
( 3 )The shares are held by The Social+Capital Partnership II, L.P., (the "SC II") for itself and as nominee for certain other individuals and entities. The Social+Capital Partnership GP II, Ltd.(the "GP II Ltd.") is the general partner of The Social+Capital Partnership GP II, L.P. (the "GP II LP"), which is the general partner of SC II. The sole member of GP II Ltd. is SC Holdings. GP II Ltd. has sole voting and dispositive power with regard to the shares held by SC II.
( 4 )The shares are held by The Social+Capital Partnership Opportunities Fund, L.P., (the "SCP Opportunities Fund"). The Social+Capital Partnership Opportunities Fund GP, Ltd. (the "Opportunities GP Ltd.") is the general partner of The Social+Capital Partnership Opportunities Fund GP, L.P. (the "Opportunities GP LP"), which is the general partner of SCP Opportunities Fund. The sole member of Opportunities GP Ltd. is SC Holdings. Opportunities GP Ltd. has sole voting and dispositive power with regard to the shares held by SCP Opportunities Fund.
( 5 )Chamath Palihapitiya is a director of the Issuer and the Chief Executive Officer of SC Holdings and holds voting and dispositive power over shares controlled by GP II Ltd., GP III Ltd., and Opportunities GP Ltd.

Remarks:
This Form 4 is the first of two Form 4s filed relating to the same event. Combined, the two reports report the holdings for the following reporting persons: Social Capital Holdings Inc., The Social+Capital Partnership II, L.P., The Social+Capital Partnership Principals Fund II, L.P., The Social+Capital Partnership GP II, Ltd., The Social+Capital Partnership GP II, L.P., The Social+Capital Partnership III, L.P., The Social+Capital Partnership Principals Fund III, L.P., The Social+Capital Partnership GP III, Ltd., The Social+Capital Partnership GP III, L.P., The Social+Capital Partnership Opportunities Fund, L.P., The Social+Capital Partnership Opportunities Fund GP, Ltd. and The Social+Capital Partnership Opportunities Fund GP, L.P. This 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. Each Form 4 is filed by designated filer Social Capital Holdings Inc.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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