Sec Form 4 Filing - GANDHI SAMEER K @ CrowdStrike Holdings, Inc. - 2024-12-20

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GANDHI SAMEER K
2. Issuer Name and Ticker or Trading Symbol
CrowdStrike Holdings, Inc. [ CRWD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CROWDSTRIKE HOLDINGS, INC., 206 E. 9TH ST., STE. 1400
3. Date of Earliest Transaction (MM/DD/YY)
12/20/2024
(Street)
AUSTIN, TX78701
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/20/2024 A 34 ( 1 ) A $ 0 6,867 ( 2 ) D
Class A common stock 818,092 ( 3 ) I Potomac Investments L.P. - Fund 1 ( 4 )
Class A common stock 29,038 I The Potomac Trust, dated 9/21/2001 ( 5 )
Class A common stock 29,868 I The Potomac 2011 Irrevocable Trust ( 6 )
Class A common stock 8,132 I The Potomac 2011 Nonexempt Trust dated 10/31/2011 ( 7 )
Class A common stock 3,483,559 ( 8 ) I Accel Leaders Fund L.P. ( 9 )
Class A common stock 166,441 ( 10 ) I Accel Leaders Fund Investors 2016 L.L.C. ( 11 )
Class A common stock 1,101,879 ( 12 ) ( 13 ) I Accel Growth Fund II L.P. ( 14 ) ( 15 )
Class A common stock 79,821 ( 16 ) ( 17 ) I Accel Growth Fund II Strategic Partners L.P. ( 18 )
Class A common stock 118,300 ( 19 ) ( 20 ) I Accel Growth Fund Investors 2013 L.L.C. ( 21 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GANDHI SAMEER K
C/O CROWDSTRIKE HOLDINGS, INC.
206 E. 9TH ST., STE. 1400
AUSTIN, TX78701
X
Signatures
/s/ Remie Solano, Attorney-in-Fact 12/30/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares represent fully-vested restricted stock units ("RSUs") issued in lieu of quarterly cash retainer(s) payable under the issuer's Outside Director Compensation Policy. The RSUs immediately converted into shares of the issuer's Class A Common Stock.
( 2 )Includes shares to be issued in connection with the vesting of one or more RSUs.
( 3 )These holdings have been updated to reflect 8,826 shares that have been distributed by various Accel-affiliated funds, in each case to the limited partners or members of the distributing entity for no consideration, representing each limited partner's or member's pro-rata interest in such shares in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
( 4 )These shares are held by Potomac Investments L.P. - Fund 1. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed anadmission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
( 5 )These shares are held by The Potomac Trust, dated 9/21/2001, of which the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any,and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section16 or any other purpose.
( 6 )These shares are held by The Potomac 2011 Irrevocable Trust, of which the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any,and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section16 or any other purpose.
( 7 )These shares are held by The Potomac 2011 Nonexempt Trust dated 10/31/2011, of which the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniaryinterest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
( 8 )Includes 3,388,119 shares that automatically converted on a one-for-one basis from the Issuer's Class B Common Stock into the Issuer's Class A Common Stock on December 11, 2024, which was the "Final Conversion Date", as defined in the Issuer's amended and restated certificate of incorporation.
( 9 )These shares are held by Accel Leaders Fund L.P. Accel Leaders Fund Associates L.L.C. ("Accel Leaders Fund GP") is the general partner of Accel Leaders Fund L.P. (the "Accel Leader Fund Entity").Accel Leaders Fund GP has sole voting and dispositive power with regard to the shares held by the Accel Leaders Fund Entity. The Reporting Person is one of six Managing Members of Accel LeadersFund GP, who share voting and dispositive powers over the shares held by the Accel Leaders Fund Entity. Each of such Managing Members, the Reporting Person and Accel Growth Fund II GP disclaimsSection 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such ManagingMember, the Reporting Person or Accel Leaders Fund GP is the beneficial owner of such securities for Section 16 or any other purpose.
( 10 )Includes 161,881 shares that automatically converted on a one-for-one basis from the Issuer's Class B Common Stock into the Issuer's Class A Common Stock on December 11, 2024, which was the "Final Conversion Date", as defined in the Issuer's amended and restated certificate of incorporation.
( 11 )These shares are held by Accel Leaders Fund Investors 2016 L.L.C. The Reporting Person is one of six Managing Members of Accel Leaders Fund Investors 2016 L.L.C. who share voting and dispositive powers over such shares. Each of such Managing Members and the Reporting Person disclaims beneficial ownership over the securities herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Managing Member or the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
( 12 )Includes 1,313,779 shares that automatically converted on a one-for-one basis from the Issuer's Class B Common Stock into the Issuer's Class A Common Stock on December 11, 2024, which was the "Final Conversion Date", as defined in the Issuer's amended and restated certificate of incorporation.
( 13 )These holdings have been updated to reflect 211,900 shares that have been distributed by the Accel Growth Fund II L.P. to the limited partners or members of the distributing entity for no consideration.
( 14 )These shares are held by Accel Growth Fund II L.P. Accel Growth Fund II Associates L.L.C. ("Accel Growth Fund II GP") is the general partner of each of Accel Growth Fund II L.P. and Accel Growth Fund II Strategic Partners L.P. (together, the "Accel Growth Fund IIEntities"). Accel Growth Fund II GP has sole voting and dispositive power with regard to the shares held by the Accel Growth Fund II Entities. The Reporting Person is one of six Managing Members of Accel Growth Fund II GP, who share voting and dispositive powersover the shares held by the Accel Growth Fund II Entities (continued in Footnote 15)
( 15 )(continued from Footnote 14) Each of such Managing Members, the Reporting Person and Accel Growth Fund II GP disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this reportshall not be deemed an admission that any such Managing Member, the Reporting Person or Accel Growth Fund II GP is the beneficial owner of such securities for Section 16 or any other purpose.
( 16 )These holdings have been updated to reflect 15,350 shares that have been distributed by the Accel Growth Fund II Strategic Partners L.P. to the limited partners or members of the distributing entity for no consideration.
( 17 )Includes 95,171 shares that automatically converted on a one-for-one basis from the Issuer's Class B Common Stock into the Issuer's Class A Common Stock on December 11, 2024, which was the "Final Conversion Date", as defined in the Issuer's amended and restated certificate of incorporation
( 18 )These shares are held by Accel Growth Fund II Strategic Partners L.P.
( 19 )These holdings have been updated to reflect 22,750 shares that have been distributed by the Accel Growth Fund Investors 2013 L.L.C. to the limited partners or members of the distributing entity for no consideration.
( 20 )Includes 141,050 shares that automatically converted on a one-for-one basis from the Issuer's Class B Common Stock into the Issuer's Class A Common Stock on December 11, 2024, which was the "Final Conversion Date", as defined in the Issuer's amended and restated certificate of incorporation.
( 21 )These shares are held by Accel Growth Fund Investors 2013 L.L.C. The Reporting Person is one of six Managing Members of Accel Growth Fund Investors 2013 L.L.C. who share voting and dispositive powers over such shares. Each of such Managing Members and theReporting Person disclaims beneficial ownership over the securities herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Managing Member or the Reporting Person is the beneficial owner ofsuch securities for Section 16 or any other purpose.

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