CrowdStrike Holdings, Inc. — Director's Dealing 2020

Mar 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CrowdStrike Holdings, Inc. (CRWD)
CIK: 0001535527
Period of Report: 2020-03-23

Reporting Person: GANDHI SAMEER K (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-23	Class A common stock	C	3161548	—	Acquired	3161548	Indirect
2020-03-23	Class A common stock	C	229022	—	Acquired	229022	Indirect
2020-03-23	Class A common stock	C	339430	—	Acquired	339430	Indirect
2020-03-23	Class A common stock	C	752906	—	Acquired	752906	Indirect
2020-03-23	Class A common stock	C	17094	—	Acquired	17094	Indirect
2020-03-23	Class A common stock	J	3161548	—	Disposed	0	Indirect
2020-03-23	Class A common stock	J	229022	—	Disposed	0	Indirect
2020-03-23	Class A common stock	J	339430	—	Disposed	0	Indirect
2020-03-23	Class A common stock	J	752906	—	Disposed	0	Indirect
2020-03-23	Class A common stock	J	17094	—	Disposed	0	Indirect
2020-03-23	Class A common stock	J	129382	—	Acquired	235852	Indirect
2020-03-23	Class A common stock	J	9074	—	Acquired	26787	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-23	Class B common stock	$0	C	3161548	Disposed		Class A common stock (3161548)	Indirect
2020-03-23	Class B common stock	$0	C	229022	Disposed		Class A common stock (229022)	Indirect
2020-03-23	Class B common stock	$0	C	339430	Disposed		Class A common stock (339430)	Indirect
2020-03-23	Class B common stock	$0	C	752906	Disposed		Class A common stock (752906)	Indirect
2020-03-23	Class B common stock	$0	C	17094	Disposed		Class A common stock (17094)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	620360	Indirect
Class A common stock	29640	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B common stock	$0		Class A common stock (7599936)	7599936	Indirect
Class B common stock	$0		Class A common stock (363116)	363116	Indirect

Footnotes

F1: Class B common stock convert into Class A common stock on a one-for-one basis.

F2: These shares are held by Accel Growth Fund II L.P. Accel Growth Fund II Associates L.L.C. ("Accel Growth Fund II GP") is the general partner of each of Accel Growth Fund II L.P. and Accel Growth Fund II Strategic Partners L.P. (together, the "Accel Growth Fund II Entities"). Accel Growth Fund II GP has sole voting and dispositive power with regard to the shares held by the Accel Growth Fund II Entities. The Reporting Person is one of six Managing Members of Accel Growth Fund II GP, who share voting and dispositive powers over the shares held by the Accel Growth Fund II Entities. Continued in footnote (19) below.

F3: These shares are held by Accel Growth Fund II Strategic Partners L.P.

F4: These shares are held by Accel Growth Fund Investors 2013 L.L.C. The Reporting Person is one of six Managing Members of Accel Growth Fund Investors 2013 L.L.C. who share voting and dispositive powers over such shares. Each of such Managing Members and the Reporting Person disclaims beneficial ownership over the securities herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Managing Member or the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F5: These shares are held by Accel Leaders Fund L.P. Accel Leaders Fund Associates L.L.C. ("Accel Leaders Fund GP") is the general partner of Accel Leaders Fund L.P. (the "Accel Leader Fund Entity"). Accel Leaders Fund GP has sole voting and dispositive power with regard to the shares held by the Accel Leaders Fund Entity. The Reporting Person is one of six Managing Members of Accel Leaders Fund GP, who share voting and dispositive powers over the shares held by the Accel Leaders Fund Entity. Each of such Managing Members, the Reporting Person and Accel Growth Fund II GP 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 any such Managing Member, the Reporting Person or Accel Leaders Fund GP is the beneficial owner of such securities for Section 16 or any other purpose.

F6: These shares are held by Accel Leaders Fund Investors 2016 L.L.C. The Reporting Person is one of six Managing Members of Accel Leaders Fund Investors 2016 L.L.C. who share voting and dispositive powers over such shares. Each of such Managing Members and the Reporting Person disclaims beneficial ownership over the securities herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Managing Member or the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F7: 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 Fund 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 Fund Entities. Continued in footnote (20) below.

F8: These shares are held by Accel London Investors 2012 L.P. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F9: On March 23, 2020, Accel Growth Fund II L.P. distributed, for no consideration, 3,161,548 shares of Class A common stock of the Issuer (the "Accel Growth II Shares") to its limited partners and to Accel Growth Fund II Associates L.L.C., the general partner of Accel Growth Fund II L.P., representing each such partner's pro rata interest in such Accel Growth II Shares. On the same date, Accel Growth Fund II Associates L.L.C. distributed, for no consideration, the Accel Growth II Shares it received in the distribution by Accel Growth Fund II L.P. to its members, representing each such member's pro rata interest in such Accel Growth II 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.

F10: On March 23, 2020, Accel Growth Fund II Strategic Partners L.P. distributed, for no consideration, 229,022 shares of Class A common stock of the Issuer (the "Accel Growth II SP Shares") to its limited partners and to Accel Growth Fund II Associates L.L.C., the general partner of Accel Growth Fund II Strategic Partners L.P., representing each such partner's pro rata interest in such Accel Growth II SP Shares. On the same date, Accel Growth Fund II Associates L.L.C. distributed, for no consideration, the Accel Growth II SP Shares it received in the distribution by Accel Growth Fund II Strategic Partners L.P. to its members, representing each such member's pro rata interest in such Accel Growth II SP 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.

F11: On March 23, 2020, Accel Growth Fund Investors 2013 L.L.C. distributed, for no consideration, 339,430 shares of Class A common stock of the Issuer to its members, representing each such member's pro rata interest in such 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.

F12: On March 23, 2020, Accel London III L.P. distributed, for no consideration, 752,906 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 (21) below.

F13: On March 23, 2020, Accel London Investors 2012 L.P. distributed, for no consideration, 17,094 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.

F14: Reflects shares distributed in the distributions reported herein, in each case to the limited partners or members of the applicable entity for no consideration, representing each limited partner's or member's pro-rata interest in such 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.

F15: These shares are held by Potomac Investments L.P. - Fund 1. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F16: Reflects shares distributed in the distributions reported herein, in each case to the limited partners or members of the applicable entity for no consideration, representing each limited partner's or member's pro-rata interest in such 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.

F17: These shares are held by The Potomac Trust, dated 9/21/2001. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F18: 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.

F19: Continued from footnote (2): Each of such Managing Members, the Reporting Person and Accel Growth Fund II GP 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 any such Managing Member, the Reporting Person or Accel Growth Fund II GP is the beneficial owner of such securities for Section 16 or any other purpose.

F20: Continued from footnote (7): Each of the Reporting Person, 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 the Reporting Person, Accel London III Associates L.P. or Accel London III Associates L.L.C. is the beneficial owner of such securities for Section 16 or any other purpose.

F21: Continued from footnote (12): 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.