SEC Form 4: Friar Sarah converted options into 406,017 units of Class A Common Stock, closing all direct ownership in the company
$WORK
Other Consumer Services
Consumer Services
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Slack Technologies, Inc. [ WORK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/21/2021 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 07/21/2021 | C | 259,684 | A | (1) | 259,684 | I | By David Riley and Sarah Friar Revocable Trust dated August 11, 2006 | ||
| Class A Common Stock | 07/21/2021 | C | 146,333 | A | (1) | 146,333 | I | By Sarah Friar 2019 Grantor Retained Annuity Trust dated February 1, 2019 | ||
| Class A Common Stock | 07/21/2021 | U | 259,684 | D | (2) | 0 | I | By David Riley and Sarah Friar Revocable Trust dated August 11, 2006 | ||
| Class A Common Stock | 07/21/2021 | U | 146,333 | D | (2) | 0 | I | By Sarah Friar 2019 Grantor Retained Annuity Trust dated February 1, 2019 | ||
| Class A Common Stock | 07/21/2021 | U | 5,854 | D | (2) | 0 | D | |||
|
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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | ||||||||
| Class B Common Stock | (1) | 07/21/2021 | C | 259,684 | (1) | (1) | Class A Common Stock | 259,684 | $0 | 0(3) | I | By David Riley and Sarah Friar Revocable Trust dated August 11, 2006 | |||
| Class B Common Stock | (1) | 07/21/2021 | C | 146,333 | (1) | (1) | Class A Common Stock | 146,333 | $0 | 0(3) | I | By Sarah Friar 2019 Grantor Retained Annuity Trust dated February 1, 2019 | |||
| Explanation of Responses: |
| 1. Upon consummation of the exchange offer (as described below), each share of tendered Class B common stock, par value $0.0001 per share, converted on a one-to-one basis into Class A common stock, par value $0.0001 per share. |
| 2. Pursuant to the Agreement and Plan of Merger, dated as of December 1, 2020 (the "Merger Agreement"), by and among salesforce.com, inc. ("Salesforce"), Skyline Strategies I Inc., Skyline Strategies II LLC, and the Issuer, each share of the Issuer's common stock was tendered in exchange for (i) 0.0776 shares of Salesforce common stock and (ii) $26.79 in cash, together with cash in lieu of any fractional shares of Salesforce common stock. |
| 3. Reflects 13,344 shares of Class A common stock distributed by the Sarah Friar 2019 Grantor Retained Annuity Trust dated February 1, 2019 to the David Riley and Sarah Friar Revocable Trust dated August 11, 2006 on May 10, 2021, for no consideration, resulting in a change of form of beneficial ownership in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended. |
| Remarks: |
| /s/ David Schellhase, as Attorney-in-Fact | 07/21/2021 | |
| ** 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 Number. | ||