Statement of Changes in Beneficial Ownership (4)
September 23 2022 - 06:11PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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1. Name and Address of Reporting Person
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Podbere Burt W. |
2. Issuer Name and Ticker or Trading Symbol
CrowdStrike Holdings, Inc.
[
CRWD
]
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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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Podbere Burt W. C/O CROWDSTRIKE HOLDINGS, INC. 206 E. 9TH STREET, SUITE 1400 AUSTIN, TX 78701 |
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| CHIEF FINANCIAL OFFICER |
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Signatures
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/s/ Remie Solano, as Attorney-in-Fact for Burt W. Podbere | | 9/23/2022 |
**Signature of Reporting Person | Date |
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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