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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 | 06/21/2024 | M | 87,997 | (13) | (13) | Class B common stock | 87,997 | $ 0 | 87,998 | D | ||||
| Class B common stock | $ 0 | 06/21/2024 | M | 87,997 | (14) | (14) | Class A common stock | 87,997 | $ 0 | 1,420,278 | D | ||||
| Class B common stock | $ 0 | 06/21/2024 | C | 37,382 | (14) | (14) | Class A common stock | 37,382 | $ 0 | 1,382,896 | D | ||||
| Class B common stock | $ 0 | (14) | (14) | Class A common stock | 1,521,038 | 1,521,038 | I | Allegra Kurtz Irrevocable Gift Trust (15) | |||||||
| Class B common stock | $ 0 | (14) | (14) | Class A common stock | 1,480,788 | 1,480,788 | I | Alexander Kurtz Irrevocable Gift Trust (15) | |||||||
| Class B common stock | $ 0 | (14) | (14) | Class A common stock | 100,000 | 100,000 | I | Kurtz Family Dynasty Trust (15) | |||||||
| Class B common stock | $ 0 | (14) | (14) | Class A common stock | 2,307,087 | 2,307,087 | I | Kurtz 2009 Spendthrift Trust (15) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kurtz George C/O CROWDSTRIKE HOLDINGS, INC. 206 E. 9TH ST., STE. 1400 AUSTIN, TX 78701 |
X | PRESIDENT AND CEO | ||
| /s/ Remie Solano, Attorney-in-Fact | 06/25/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 $371.11 to $372.09. 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 $372.11 to $373.10. 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 $373.12 to $374.11. 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 $374.17 to $375.15. 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) | This transaction was executed in multiple trades at prices ranging from $375.17 to $376.16. 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. |
| (8) | This transaction was executed in multiple trades at prices ranging from $376.17 to $377.14. 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. |
| (9) | This transaction was executed in multiple trades at prices ranging from $377.17 to $378.16. 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. |
| (10) | This transaction was executed in multiple trades at prices ranging from $378.17 to $379.16. 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. |
| (11) | This transaction was executed in multiple trades at prices ranging from $379.18 to $380.00. 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. |
| (12) | This transaction was executed in multiple trades at prices ranging from $380.23 to $380.75. 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. |
| (13) | Represents RSUs that remain unvested under grants that initially consisted of (i) 2,111,934 RSUs that vest in 16 equal quarterly installments beginning on December 20, 2018 and 703,978 RSUs that vest in eight equal quarterly installments beginning on December 20, 2022; provided that no RSUs 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. |
| (14) | 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. |
| (15) | The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. |
| 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. |
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