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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Podbere Burt W.
2. Issuer Name and Ticker or Trading Symbol

CrowdStrike Holdings, Inc. [ CRWD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CHIEF FINANCIAL OFFICER
(Last)          (First)          (Middle)

C/O CROWDSTRIKE HOLDINGS, INC., 206 E. 9TH STREET, SUITE 1400
3. Date of Earliest Transaction (MM/DD/YYYY)

9/21/2022
(Street)

AUSTIN, TX 78701
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 9/21/2022  C  3125 A (1)316153 (2)D  
Class A common stock 9/21/2022  S  1221 D$171.35 (3)314932 (2)D  
Class A common stock 9/21/2022  S  2339 D$172.54 (4)312593 (2)D  
Class A common stock 9/21/2022  S  7915 D$173.38 (5)304678 (2)D  
Class A common stock 9/21/2022  S  115 D$174.20 (6)304563 (2)D  
Class A common stock         42800 I Buttonwillow Trust (7)
Class A common stock         42800 I Doris Trust (7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (8)$0 9/21/2022  M     3125   (9) (9)Class B common stock 3125 $0 0 D  
Class B common stock $0 9/21/2022  M   3125     (9) (9)Class A common stock 3125 $0 39428 D  
Class B common stock $0 9/21/2022  C     3125   (10) (10)Class A common stock 3125 $0 36303 D  
Class B common stock $0            (10) (10)Class A common stock 50000  50000 I By grantor retained annuity trust (Burt Podbere Grantor Annuity Trust) 
Class B common stock $0            (10) (10)Class A common stock 8800  8800 I By grantor retained annuity trust (2021 Burt Podbere Grantor Retained Annuity Trust) 
Class B common stock $0            (10) (10)Class A common stock 45000  45000 I By trust (The PericlesPod Trust) 
Class B common stock $0            (10) (10)Class A common stock 25000  25000 I By trust (The PersephonePod Trust) 
Class B common stock $0            (10) (10)Class A common stock 10000  10000 I By trust (The PerseusPod Trust) 
Class B common stock $0            (10) (10)Class A common stock 45000  45000 I By trust (The PlutoPod Trust) 

Explanation of Responses:
(1) The Class B common stock was converted into Class A common stock on a one-for-one basis.
(2) Includes shares to be issued in connection with the vesting of one or more restricted stock units ("RSUs").
(3) This transaction was executed in multiple trades at prices ranging from $170.89 to $171.86. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(4) This transaction was executed in multiple trades at prices ranging from $171.97 to $172.95. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(5) This transaction was executed in multiple trades at prices ranging from $172.97 to $173.80. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(6) This transaction was executed in multiple trades at prices ranging from $174.07 to $174.22. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(7) The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(8) RSUs convert into Class B common stock on a one-for-one basis.
(9) Represents RSUs that remain unvested under grants that initially consisted of 50,000 RSUs with 25% of the RSUs vesting on September 20, 2019 and 1/16 of the RSUs vesting quarterly thereafter; provided that no RSUs will vest until the earlier of (A) a change in control of the issuer or (B) the first quarterly vesting date occurring following the expiration of the lock-up period established in connection with the issuer's initial public offering.
(10) 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.

Remarks:
All reported sales were made to cover tax withholdings due on vesting of restricted stock unit awards, as required under the Issuer's administrative policies.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Podbere Burt W.
C/O CROWDSTRIKE HOLDINGS, INC.
206 E. 9TH STREET, SUITE 1400
AUSTIN, TX 78701


CHIEF FINANCIAL OFFICER

Signatures
/s/ Remie Solano, as Attorney-in-Fact for Burt W. Podbere9/23/2022
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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