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CrowdStrike Holdings, Inc. — Director's Dealing 2020
Jun 5, 2020
29839_dirs_2020-06-05_e8c1aa74-e3ba-43ee-a40d-1cccb28e63f6.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: CrowdStrike Holdings, Inc. (CRWD)
CIK: 0001535527
Period of Report: 2020-06-04
Reporting Person: Warburg Pincus Private Equity X, L.P. (Director)
Reporting Person: Warburg Pincus X Partners, L.P. (Director)
Reporting Person: Warburg Pincus X, L.P. (Director)
Reporting Person: Warburg Pincus X GP L.P. (Director)
Reporting Person: WPP GP LLC (Director)
Reporting Person: Warburg Pincus Partners, L.P. (Director)
Reporting Person: Warburg Pincus Partners GP LLC (Director)
Reporting Person: WARBURG PINCUS & CO. (Director)
Reporting Person: WARBURG PINCUS LLC (Director)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2020-06-04 | Class A Common Stock | C | 9684027 | — | Acquired | 9684027 | Direct |
| 2020-06-04 | Class A Common Stock | C | 309828 | — | Acquired | 309828 | Indirect |
| 2020-06-04 | Class A Common Stock | J | 9684027 | — | Disposed | 0 | Direct |
| 2020-06-04 | Class A Common Stock | J | 309828 | — | Disposed | 0 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2020-06-04 | Class B Common Stock | $ | C | 9684027 | Disposed | Class A Common Stock (9684027) | Direct | |
| 2020-06-04 | Class B Common Stock | $ | C | 309828 | Disposed | Class A Common Stock (309828) | Indirect |
Footnotes
F1: 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 7,228,626 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 9,684,027 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 June 4, 2020.
F2: 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 233,337 shares of Class B Common Stock, having converted 309,828 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 June 4, 2020.
F3: On June 4, 2020, the WPP Funds distributed an aggregate of 9,993,855 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").
F4: 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.
F5: 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.
F6: 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."
F7: 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.
F8: 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.