SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Slack Technologies, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
83088V102
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 19 Pages
Exhibit Index Contained on Page 18
| CUSIP NO. 83088V102 | 13 G | Page 2 of 19 |
| 1 |
NAME OF REPORTING PERSONS Andreessen Horowitz Fund I, L.P. (“AH I”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |
| CUSIP NO. 83088V102 | 13 G | Page 3 of 19 |
| 1 |
NAME OF REPORTING PERSONS Andreessen Horowitz Fund I-A, L.P. (“AH I-A”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF REPORTING |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |
| CUSIP NO. 83088V102 | 13 G | Page 4 of 19 |
| 1 | NAME OF REPORTING PERSONS Andreessen Horowitz Fund I-B, L.P. (“AH I-B”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF REPORTING |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |
| CUSIP NO. 83088V102 | 13 G | Page 5 of 19 |
| 1 |
NAME OF REPORTING PERSONS AH Equity Partners I, L.L.C. (“AH Equity I”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF REPORTING |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP NO. 83088V102 | 13 G | Page 6 of 19 |
| 1 |
NAME OF REPORTING PERSONS AH Parallel Fund IV, L.P. (“AH Parallel IV”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF REPORTING |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |
| CUSIP NO. 83088V102 | 13 G | Page 7 of 19 |
| 1 |
NAME OF REPORTING PERSONS AH Parallel Fund IV-A, L.P. (“AH Parallel IV-A”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF REPORTING |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |
| CUSIP NO. 83088V102 | 13 G | Page 8 of 19 |
| 1 |
NAME OF REPORTING PERSONS AH Parallel Fund IV-B, L.P. (“AH Parallel IV-B”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF REPORTING |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |
| CUSIP NO. 83088V102 | 13 G | Page 9 of 19 |
| 1 |
NAME OF REPORTING PERSONS AH Parallel Fund IV-Q, L.P. (“AH Parallel IV-Q”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF REPORTING |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |
| CUSIP NO. 83088V102 | 13 G | Page 10 of 19 |
| 1 |
NAME OF REPORTING PERSONS AH Equity Partners IV (Parallel), L.L.C. (“AH Equity Parallel IV”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF REPORTING |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP NO. 83088V102 | 13 G | Page 11 of 19 |
| 1 |
NAME OF REPORTING PERSONS a16z Seed-III, LLC (“AH Seed III”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF REPORTING |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP NO. 83088V102 | 13 G | Page 12 of 19 |
| 1 |
NAME OF REPORTING PERSONS AH Equity Partners III, L.L.C. (“AH Equity III”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF REPORTING |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP NO. 83088V102 | 13 G | Page 13 of 19 |
| 1 | NAME OF REPORTING PERSONS Marc Andreessen (“Andreessen”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
|
NUMBER OF REPORTING |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | IN |
| CUSIP NO. 83088V102 | 13 G | Page 14 of 19 |
| 1 | NAME OF REPORTING PERSONS Ben Horowitz (“Horowitz”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
|
NUMBER OF REPORTING |
5 | SOLE VOTING POWER 2,612,103 shares1 |
| 6 | SHARED VOTING POWER 0 shares. | |
| 7 | SOLE DISPOSITIVE POWER 2,612,103 shares1 | |
| 8 | SHARED DISPOSITIVE POWER 0 shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
2,612,1031 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.5%2 |
| 12 | TYPE OF REPORTING PERSON | IN |
1 Represents 2,612,103 shares of the Issuer’s Class A Common Stock held by a family trust for which the Reporting Person is a trustee.
2 Based on 489,067,297 shares of the Issuer’s Class A Common Stock outstanding as of November 16, 2020, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 3, 2020.
| CUSIP NO. 83088V102 | 13 G | Page 15 of 19 |
This Amendment No. 1 amends the Schedule 13G previously filed by Andreessen Horowitz Fund I, L.P., a Delaware limited partnership, Andreessen Horowitz Fund I-A, L.P., a Delaware limited partnership, Andreessen Horowitz Fund I-B, L.P., a Delaware limited partnership, AH Equity Partners I, L.L.C., a Delaware limited liability company, AH Parallel Fund IV, L.P., a Delaware limited partnership, AH Parallel Fund IV-A, L.P., a Delaware limited partnership, AH Parallel Fund IV-B, L.P., a Delaware limited partnership, AH Parallel Fund IV-Q, L.P., a Delaware limited partnership, AH Equity Partners IV (Parallel), L.L.C., a Delaware limited liability company, a16z Seed-III, LLC, a Delaware limited liability company, AH Equity Partners III, L.L.C., a Delaware limited liability company, Marc Andreessen and Ben Horowitz. The foregoing entities and individuals are collectively referred to herein as the “Reporting Persons.” Only those items in the previously filed Schedule 13G as to which there has been a change are included in this Amendment No. 1.
| ITEM 4. | OWNERSHIP | |
|
The following information with respect to the beneficial ownership of the Class A Common Stock of the Issuer by the Reporting Persons is provided as of December 31, 2020 and as of the date hereof. |
| (a) | Amount beneficially owned: | |
| See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: | |
| See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: | |
| See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: | |
| See Row 6 of cover page for each Reporting Person. |
| (iii) | Sole power to dispose or to direct the disposition of: | |
| See Row 7 of cover page for each Reporting Person. |
| (iv) | Shared power to dispose or to direct the disposition of: | |
| See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the follow: x Yes |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. | |
| Not applicable. |
| CUSIP NO. 83088V102 | 13 G | Page 16 of 19 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 16, 2021
| Andreessen Horowitz Fund I, L.P. | ||
| Andreessen Horowitz Fund I-A, L.P. | ||
| Andreessen Horowitz Fund I-B, L.P. | ||
| By: AH Equity Partners I, L.L.C. | ||
| Its: General Partner | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| AH Equity Partners I, L.L.C. | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| AH Parallel Fund IV, L.P. | ||
| AH Parallel Fund IV-A, L.P. | ||
| AH Parallel Fund IV-B, L.P. | ||
| AH Parallel Fund IV-Q, L.P. | ||
| By: AH Equity Partners IV (Parallel), L.L.C. | ||
| Its: General Partner | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| AH Equity Partners IV (Parallel), L.L.C. | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| a16z Seed-III, LLC | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| AH Equity Partners III, L.L.C. | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| CUSIP NO. 83088V102 | 13 G | Page 17 of 19 |
| Marc Andreessen | |
| /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | |
| Attorney-in-fact for Marc Andreessen* | |
| Ben Horowitz | |
| /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | |
| Attorney-in-fact for Ben Horowitz* |
*The Power of Attorney set forth in Exhibit 24 to the Initial Statement of Beneficial Ownership of Securities on Form 3 filed by such Reporting Person with the Securities and Exchange Commission on June 7, 2019 is incorporated herein by reference.
| CUSIP NO. 83088V102 | 13 G | Page 18 of 19 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 19 |
| CUSIP NO. 83088V102 | 13 G | Page 19 of 19 |
exhibit A
Agreement of Joint Filing
The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Slack Technologies, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.