0000950103-19-008021.txt : 20190611 0000950103-19-008021.hdr.sgml : 20190611 20190611171743 ACCESSION NUMBER: 0000950103-19-008021 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190611 FILED AS OF DATE: 20190611 DATE AS OF CHANGE: 20190611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Growth Fund II L.P. CENTRAL INDEX KEY: 0001522762 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38933 FILM NUMBER: 19891775 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Growth Fund II Strategic Partners L.P. CENTRAL INDEX KEY: 0001527382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38933 FILM NUMBER: 19891776 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Growth Fund II Associates L.L.C. CENTRAL INDEX KEY: 0001531131 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38933 FILM NUMBER: 19891777 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Growth Fund Investors 2013 L.L.C. CENTRAL INDEX KEY: 0001611478 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38933 FILM NUMBER: 19891778 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Leaders Fund L.P. CENTRAL INDEX KEY: 0001665741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38933 FILM NUMBER: 19891779 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Leaders Fund Associates L.L.C. CENTRAL INDEX KEY: 0001665742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38933 FILM NUMBER: 19891780 BUSINESS ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-4800 MAIL ADDRESS: STREET 1: 428 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Accel Leaders Fund Investors 2016 L.L.C. CENTRAL INDEX KEY: 0001745434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38933 FILM NUMBER: 19891781 BUSINESS ADDRESS: STREET 1: 500 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-4800 MAIL ADDRESS: STREET 1: 500 UNIVERSITY AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CrowdStrike Holdings, Inc. CENTRAL INDEX KEY: 0001535527 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 453788918 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 150 MATHILDA PLACE STREET 2: SUITE 300 CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 888-512-8906 MAIL ADDRESS: STREET 1: 150 MATHILDA PLACE STREET 2: SUITE 300 CITY: SUNNYVALE STATE: CA ZIP: 94086 3 1 dp108388_3-1.xml FORM 3 X0206 3 2019-06-11 0 0001535527 CrowdStrike Holdings, Inc. CRWD 0001522762 Accel Growth Fund II L.P. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001527382 Accel Growth Fund II Strategic Partners L.P. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001531131 Accel Growth Fund II Associates L.L.C. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001611478 Accel Growth Fund Investors 2013 L.L.C. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001665741 Accel Leaders Fund L.P. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001665742 Accel Leaders Fund Associates L.L.C. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 0001745434 Accel Leaders Fund Investors 2016 L.L.C. 500 UNIVERSITY AVENUE PALO ALTO CA 94301 0 0 1 0 Class B common stock 0 Class A common stock 81291 D Class B common stock 0 Class A common stock 5889 I By Accel Growth Fund II Strategic Partners L.P. Class B common stock 0 Class A common stock 8728 I By Accel Growth Fund Investors 2013 L.L.C. Class B common stock 0 Class A common stock 366137 I By Accel Leaders Fund L.P. Class B common stock 0 Class A common stock 17494 I By Accel Leaders Fund Investors 2016 L.L.C. Series B Redeemable Convertible Preferred Stock 0 Class B common stock 12065478 D Series B Redeemable Convertible Preferred Stock 0 Class B common stock 874022 I By Accel Growth Fund II Strategic Partners L.P. Series B Redeemable Convertible Preferred Stock 0 Class B common stock 1295374 I By Accel Growth Fund Investors 2013 L.L.C. Series B Redeemable Convertible Preferred Stock 0 Class B common stock 3479714 I By Accel London III L.P. Series B Redeemable Convertible Preferred Stock 0 Class B common stock 79004 I By Accel London Investors 2012 L.P. Series C Redeemable Convertible Preferred Stock 0 Class B common stock 4490880 D Series C Redeemable Convertible Preferred Stock 0 Class B common stock 325318 I By Accel Growth Fund II Strategic Partners L.P. Series C Redeemable Convertible Preferred Stock 0 Class B common stock 482150 I By Accel Growth Fund Investors 2013 L.L.C. Series C Redeemable Convertible Preferred Stock 0 Class B common stock 1295180 I By Accel London III L.P. Series C Redeemable Convertible Preferred Stock 0 Class B common stock 29406 I By Accel London Investors 2012 L.P. Series D Redeemable Convertible Preferred Stock 0 Class B common stock 1563692 D Series D Redeemable Convertible Preferred Stock 0 Class B common stock 113274 I By Accel Growth Fund II Strategic Partners L.P. Series D Redeemable Convertible Preferred Stock 0 Class B common stock 167881 I By Accel Growth Fund Investors 2013 L.L.C. Series D Redeemable Convertible Preferred Stock 0 Class B common stock 5869072 I By Accel Leaders Fund L.P. Series D Redeemable Convertible Preferred Stock 0 Class B common stock 280417 I By Accel Leaders Fund Investors 2016 L.L.C. Series D Redeemable Convertible Preferred Stock 0 Class B common stock 773097 I By Accel London III L.P. Series D Redeemable Convertible Preferred Stock 0 Class B common stock 17552 I By Accel London Investors 2012 L.P. Series E Redeemable Convertible Preferred Stock 0 Class B common stock 514903 D Series E Redeemable Convertible Preferred Stock 0 Class B common stock 37300 I By Accel Growth Fund II Strategic Partners L.P. Series E Redeemable Convertible Preferred Stock 0 Class B common stock 55281 I By Accel Growth Fund Investors 2013 L.L.C. Series E Redeemable Convertible Preferred Stock 0 Class B common stock 2319127 I By Accel Leaders Fund L.P. Series E Redeemable Convertible Preferred Stock 0 Class B common stock 110805 I By Accel Leaders Fund Investors 2016 L.L.C. 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. Accel Growth Fund II Associates L.L.C. is the general partner of Accel Growth Fund II L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi (a director of the Issuer), Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Growth Fund II Associates L.L.C. and share voting and investment powers over such shares. Such Managing Members and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. Accel Growth Fund II Associates L.L.C. is the general partner of Accel Growth Fund II Strategic Partners L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi (a director of the Issuer), Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Growth Fund II Associates L.L.C. and share voting and investment powers over such shares. Such Managing Members and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. Andrew G. Braccia, Sameer K. Gandhi (a director of the Issuer), Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2013 L.L.C. and share voting and investment powers over such shares. Such Managing Members and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. Accel Leaders Fund Associates L.L.C. is the general partner of Accel Leaders Fund L.P. and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi (a director of the Issuer), Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Leaders Fund Associates L.L.C. and share voting and investment powers over such shares. Such Managing Members and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. Andrew G. Braccia, Sameer K. Gandhi (a director of the Issuer), Ping Li, Tracy L. Sedlock, Ryan J. Sweeney and Richard P. Wong are the Managing Members of Accel Leaders Fund Investors 2016 L.L.C. and share voting and investment powers over such shares. Such Managing Members and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. Accel London III Associates L.L.C. is the general partner of Accel London III Associates L.P. which is the general partner of Accel London III L.P. and has the sole voting and investment power. Jonathan Biggs, Kevin Comolli, Sonali De Rycker, Bruce Golden and Hendrick Nelis are the Managers of Accel London III Associates L.L.C. and share voting and investment powers over such shares. Such Managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. Accel London III Associates L.L.C. is the general partner of Accel London Investors 2012 L.P. and has the sole voting and investment power. Jonathan Biggs, Kevin Comolli, Sonali De Rycker, Bruce Golden and Hendrick Nelis are the Managers of Accel London III Associates L.L.C. and share voting and investment powers over such shares. Such Managers and the Reporting Persons hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein. The Series B Redeemable Convertible Preferred Stock is convertible into Class B common stock, without the payment of additional consideration by the holder, immediately prior to the completion of the issuer's initial public offering on a one for one basis. This stock has no expiration date. The Series C Redeemable Convertible Preferred Stock is convertible into Class B common stock, without the payment of additional consideration by the holder, immediately prior to the completion of the issuer's initial public offering on a one for one basis. This stock has no expiration date. The Series D Redeemable Convertible Preferred Stock is convertible into Class B common stock, without the payment of additional consideration by the holder, immediately prior to the completion of the issuer's initial public offering on a one for one basis. This stock has no expiration date. The Series E Redeemable Convertible Preferred Stock is convertible into Class B common stock, without the payment of additional consideration by the holder, immediately prior to the completion of the issuer's initial public offering on a one for one basis. This stock has no expiration date. Exhibit List - Exhibit 24.1 - Power of Attorney. This Form 3 is the first of two Form 3s filed relating to the same event. Combined, the two reports report the holdings for the following reporting persons: 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 Leaders Fund L.P., Accel Leaders Fund Associates L.L.C., Accel Leaders Fund Investors 2016 L.L.C., Accel London III L.P., Accel London III Associates L.P., Accel London Investors 2012 L.P. and Accel London III Associates L.L.C. This Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. Each Form 3 is filed by designated filer Accel Growth Fund II L.P. /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund II L.P. 2019-06-11 /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund II Strategic Partners L.P. 2019-06-11 /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund II Associates L.L.C. 2019-06-11 /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2013 L.L.C. 2019-06-11 /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Leaders Fund L.P. 2019-06-11 /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Leaders Fund Associates L.L.C. 2019-06-11 /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Leaders Fund Investors 2016 L.L.C. 2019-06-11 EX-24 2 dp108388_ex24.htm EXHIBIT 24

 

Exhibit 24

 

GRANT OF POWER OF ATTORNEY

 

A.  Power of Attorney. Effective as of June 11, 2019, each entity listed on Schedule A attached hereto, and such additional affiliated entities that shall come into existence from time to time (each, a "Granting Entity"), hereby constitutes and appoints Tracy L. Sedlock and Richard H. Zamboldi as its true and lawful attorneys-in-fact and agent with full power of substitution, in its name, place and stead to make, execute, sign and file such instruments, documents or certificates as may be necessary or proper in the normal course of such Granting Entity's business.

 

Each Granting Entity hereby further grants to such attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such Granting Entity might or could do if present, hereby ratifying and confirming all that such attorneys-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted, including, without limitation, the authority to execute documents on behalf of such Granting Entity in connection with investments made by such Granting Entity or any entity controlled by such Granting Entity. Each Granting Entity acknowledges that no such attorneys-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming any of the undersigned entities responsibilities under the tax laws of the United States, any state or other jurisdiction. This Power of Attorney shall remain in full force and effect with respect to each such Granting Entity from the date hereof until revoked by each respective Granting Entity in a signed writing delivered to the foregoing attorneys-in- fact.

 

B.  Consent to Grant of Power of Attorney. As of the date set forth above, each of the undersigned persons, individually and in his capacity as a member, partner or equity holder (each, a "Constituent Member") of a Granting Entity and as a member, partner, trustee or equity holder of any Constituent Member, hereby consents to, and causes each such Granting Entity and Constituent Member, to consent to and cause, the grant of Power of Attorney set forth in Paragraph A above.

 

 

 

 

 

 

 

Schedule A

 

GRANTING ENTITIES

 

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 Investors 2012 L.P.

Accel London III Associates L.P.

Accel London III Associates L.L.C.

Accel Leaders Fund L.P.

Accel Leaders Fund Associates L.L.C.

Accel Leaders Fund Investors 2016 L.L.C.

 

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned have executed this Grant of Power of Attorney or a counterpart hereto as of the date first set forth above.

 

/s/ Andrew G. Braccia  

Andrew G. Braccia in his individual capacity and as member, partner, officer, trustee or equity holder of every entity that is an equity holder of a Granting Entity

 

/s/ Kevin L. Efrusy  

Kevin L. Efrusy in his individual capacity and as member, partner, officer, trustee or equity holder of every entity that is an equity holder of a Granting Entity

 

/s/ Sameer K. Gandhi  

Sameer K. Gandhi in his individual capacity and as member, partner, officer, trustee or equity holder of every entity that is an equity holder of a Granting Entity

 

/s/ Ping Li  

Ping Li in his individual capacity and as member, partner, officer, trustee or equity holder of every entity that is an equity holder of a Granting Entity

 

/s/ Tracy L. Sedlock  

Tracy L. Sedlock in her individual capacity and as member, partner, officer, trustee or equity holder of every entity that is an equity holder of a Granting Entity

 

/s/ Ryan J. Sweeney  

Ryan J. Sweeney in his individual capacity and as member, partner, officer, trustee or equity holder of every entity that is an equity holder of a Granting Entity

 

/s/ Richard P. Wong  

Richard P. Wong in his individual capacity and as member, partner, officer, trustee or equity holder of every entity that is an equity holder of a Granting Entity