SEC Form SC 13G/A filed by CrowdStrike Holdings Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
CrowdStrike Holdings, Inc.
(Name of Issuer)
Class A Common Stock, $0.0005 par value
(Title of Class of Securities)
22788C105
(CUSIP Number)
December 31, 2021
(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 16 Pages
Exhibit Index Contained on Page 17
| CUSIP NO. 22788C105 | 13 G | Page 2 of 16 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel Leaders Fund L.P. (“ALF”) |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 4,962,879 shares, 620,360 of which are Class A Common Stock and 4,342,519 of which are issuable upon conversion of Class B Common Stock, all of such shares are directly owned by ALF. Accel Leaders Fund Associates L.L.C. (“ALFA”), the general partner of ALF, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 4,962,879 shares, 620,360 of which are Class A Common Stock and 4,342,519 of which are issuable upon conversion of Class B Common Stock, all of such shares are directly owned by ALF. ALFA, the general partner of ALF, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 4,962,879 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 2.3%(1) |
| 12 | TYPE OF REPORTING PERSON* | PN |
(1) Based on 212,549,766 shares of Class A Common Stock, calculated as follows, (i) 208,207,247 shares of Class A Common Stock outstanding, as of November 30, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2021, filed with the Securities and Exchange Commission on December 2, 2021 (the “Form 10-Q”), plus (ii) 4,342,519 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALF.
| CUSIP NO. 22788C105 | 13 G | Page 3 of 16 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel Leaders Fund Associates L.L.C. |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 4,962,879 shares, 620,360 of which are Class A Common Stock and 4,342,519 of which are issuable upon conversion of Class B Common Stock, all of such shares are directly owned by ALF. ALFA, the general partner of ALF, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 4,962,879 shares, 620,360 of which are Class A Common Stock and 4,342,519 of which are issuable upon conversion of Class B Common Stock, all of such shares are directly owned by ALF. ALFA, the general partner of ALF, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 4,962,879 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 2.3%(1) |
| 12 | TYPE OF REPORTING PERSON* | PN |
(1) Based on 212,549,766 shares of Class A Common Stock, calculated as follows, (i) 208,207,247 shares of Class A Common Stock outstanding, as of November 30, 2021, as reported by the Issuer in its Form 10-Q, plus (ii) 4,342,519 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALF.
| CUSIP NO. 22788C105 | 13 G | Page 4 of 16 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel Leaders Fund Investors 2016 L.L.C. (“ALFI16”) |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 237,121 shares, 29,640 of which are Class A Common Stock and 207,481 of which are issuable upon conversion of Class B Common Stock, all of such shares are directly owned by ALFI16. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 237,121 shares, 29,640 of which are Class A Common Stock and 207,481 of which are issuable upon conversion of Class B Common Stock, all of such shares are directly owned by ALFI16. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 237,121 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.1%(1) |
| 12 | TYPE OF REPORTING PERSON | OO |
(1) Based on 208,414,728 shares of Class A Common Stock, calculated as follows, (i) 208,207,247 shares of Class A Common Stock outstanding, as of November 30, 2021, as reported by the Issuer in its Form 10-Q, plus (ii) 207,481 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALFI16.
| CUSIP NO. 22788C105 | 13 G | Page 5 of 16 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel Growth Fund II L.P. (“AGF2”) |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 1,525,679 shares issuable upon conversion of Class B Common Stock, all of which are directly owned by AGF2. Accel Growth Fund II Associates L.L.C. (“AGF2A”), the general partner of AGF2, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 1,525,679 shares issuable upon conversion of Class B Common Stock, all of which are directly owned by AGF2. AGF2A, the general partner of AGF2, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,525,679 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.7% (1) |
| 12 | TYPE OF REPORTING PERSON* | PN |
(1) Based on 209,732,926 shares of Class A Common Stock, calculated as follows, (i) 208,207,247 shares of Class A Common Stock outstanding, as of November 30, 2021, as reported by the Issuer in its Form 10-Q, plus (ii) 1,525,679 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held by AGF2.
| CUSIP NO. 22788C105 | 13 G | Page 6 of 16 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel Growth Fund II Strategic Partners L.P. (“AGF2SP”) |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 110,521 shares issuable upon conversion of Class B Common Stock, all of which are directly owned by AGF2SP. AGF2A, the general partner of AGF2SP, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 110,521 shares issuable upon conversion of Class B Common Stock, all of which are directly owned by AGF2SP. AGF2A, the general partner of AGF2SP, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 110,521 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.1%(1) |
| 12 | TYPE OF REPORTING PERSON* | PN |
(1) Based on 208,317,768 shares of Class A Common Stock, calculated as follows, (i) 208,207,247 shares of Class A Common Stock outstanding, as of November 30, 2021, as reported by the Issuer in its Form 10-Q, plus (ii) 110,521 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF2SP.
| CUSIP NO. 22788C105 | 13 G | Page 7 of 16 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel Growth Fund II Associates L.L.C. |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 1,636,200 shares issuable upon conversion of Class B Common Stock, of which 1,525,679 are directly owned by AGF2 and 110,521 are directly owned by AGF2SP. AGF2A, the general partner of AGF2 and AGF2SP, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 1,636,200 shares issuable upon conversion of Class B Common Stock, of which 1,525,679 are directly owned by AGF2 and 110,521 are directly owned by AGF2SP. AGF2A, the general partner of AGF2 and AGF2SP, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,636,200 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.8%(1) |
| 12 | TYPE OF REPORTING PERSON* | OO |
(1) Based on 209,843,447 shares of Class A Common Stock, calculated as follows, (i) 208,207,247 shares of Class A Common Stock outstanding, as of November 30, 2021, as reported by the Issuer in its Form 10-Q, plus (ii) 1,525,679 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF2, plus (iii) 110,521 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF2SP.
| CUSIP NO. 22788C105 | 13 G | Page 8 of 16 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel Growth Fund Investors 2013 L.L.C. (“AGFI13”) |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 163,800 shares which are issuable upon conversion of Class B Common Stock, all of such shares are directly owned by AGFI13. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 163,800 shares which are issuable upon conversion of Class B Common Stock, all of such shares are directly owned by AGFI13. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 163,800 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.1%(1) |
| 12 | TYPE OF REPORTING PERSON* | OO |
(1) Based on 208,371,047 shares of Class A Common Stock, calculated as follows, (i) 208,207,247 shares of Class A Common Stock outstanding, as of November 30, 2021, as reported by the Issuer in its Form 10-Q, plus (ii) 163,800 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGFI13.
| CUSIP NO. 22788C105 | 13 G | Page 9 of 16 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel London III L.P. (“AL3”) |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 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. 22788C105 | 13 G | Page 10 of 16 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel London III Associates L.P. |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 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. 22788C105 | 13 G | Page 11 of 16 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel London Investors 2012 L.P. (“ALI12”) |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 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. 22788C105 | 13 G | Page 12 of 16 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Accel London III Associates L.L.C. |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 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%(1) |
| 12 | TYPE OF REPORTING PERSON* | OO |
| CUSIP NO. 22788C105 | 13 G | Page 13 of 16 |
Schedule 13G
Introductory Note: This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13G filed with the United States Securities and Exchange Commission (the “Commission”) on February 12, 2020 (the “Original Schedule 13G”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G.
| ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the Class A Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2021.
| (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 5% of the class of securities, check the following: x |
| CUSIP NO. 22788C105 | 13 G | Page 14 of 16 |
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 11, 2022
| Entities: | Accel Leaders Fund L.P.* |
| Accel Leaders Fund Associates L.L.C.* | |
| Accel Leaders Fund Investors 2016 L.L.C.* | |
| Accel Growth Fund II L.P.* | |
| Accel Growth Fund II Strategic Partners L.P.* | |
| Accel Growth Fund II Associates L.L.C.* | |
| Accel Growth Fund Investors 2013 L.L.C.* | |
| Accel London III L.P.* | |
| Accel London III Associates L.P.* | |
| Accel London Investors 2012 L.P.* | |
| Accel London III Associates L.L.C.* |
| By: | /s/ Tracy L. Sedlock | |
| Tracy L. Sedlock, Attorney-in-fact for the above-listed entities |
* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
| CUSIP NO. 22788C105 | 13 G | Page 15 of 16 |
EXHIBIT INDEX
| Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 16 |
| CUSIP NO. 22788C105 | 13 G | Page 16 of 16 |
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 CrowdStrike Holdings, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.