0001628280-19-008305.txt : 20190624 0001628280-19-008305.hdr.sgml : 20190624 20190624214745 ACCESSION NUMBER: 0001628280-19-008305 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190620 FILED AS OF DATE: 20190624 DATE AS OF CHANGE: 20190624 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Parallel Fund IV, L.P. CENTRAL INDEX KEY: 0001603197 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38926 FILM NUMBER: 19916767 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Parallel Fund IV-A, L.P. CENTRAL INDEX KEY: 0001604859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38926 FILM NUMBER: 19916768 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Parallel Fund IV-B, L.P. CENTRAL INDEX KEY: 0001604860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38926 FILM NUMBER: 19916769 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Parallel Fund IV-Q, L.P. CENTRAL INDEX KEY: 0001604861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38926 FILM NUMBER: 19916770 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AH Equity Partners IV (Parallel), L.L.C. CENTRAL INDEX KEY: 0001603419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38926 FILM NUMBER: 19916771 BUSINESS ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-798-3900 MAIL ADDRESS: STREET 1: 2865 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Slack Technologies, Inc. CENTRAL INDEX KEY: 0001764925 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 264400325 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 500 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159025526 MAIL ADDRESS: STREET 1: 500 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 4 1 wf-form4_156142724943852.xml FORM 4 X0306 4 2019-06-20 0 0001764925 Slack Technologies, Inc. WORK 0001603197 AH Parallel Fund IV, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 0 0 1 0 0001604859 AH Parallel Fund IV-A, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001604860 AH Parallel Fund IV-B, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001604861 AH Parallel Fund IV-Q, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001603419 AH Equity Partners IV (Parallel), L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 Class A Common Stock 2019-06-20 4 S 0 2625000 38.61 D 3816419 I By: AH Parallel Fund IV, L.P. Class A Common Stock 2019-06-20 4 S 0 375000 39 D 9814412 I By: Andreessen Horowitz Fund I, L.P. Class A Common Stock 2019-06-20 4 C 0 3866994 0 A 7683413 I By: AH Parallel Fund IV, L.P. Class A Common Stock 2019-06-20 4 C 0 12003090 0 A 21817502 I By: Andreessen Horowitz Fund I, L.P. Class A Common Stock 2019-06-20 4 J 0 3866994 0 D 3816419 I By: AH Parallel Fund IV, L.P. Class A Common Stock 2019-06-20 4 J 0 12003090 0 D 9814412 I By: Andreessen Horowitz Fund I, L.P. Class A Common Stock 2019-06-20 4 J 0 1693391 0 A 1693391 I By Trust Class A Common Stock 2019-06-20 4 J 0 1966679 0 A 1966679 I By Trust Class A Common Stock 2019-06-20 4 J 0 4464 0 A 1971143 I By Trust Class A Common Stock 2019-06-20 4 J 0 60536 0 A 60536 I By: AH Capital Management L.L.C. Class B Common Stock 2019-06-20 4 C 0 3866994 0 D Class A Common Stock 3866994.0 7784561 I By: AH Parallel Fund IV, L.P. Class B Common Stock 2019-06-20 4 C 0 12003090 0 D Class A Common Stock 12003090.0 26194858 I By:Andreessen Horowitz Fund I, L.P. Class B Common Stock Class A Common Stock 42990.0 42990 I By: a16z Seed-III, LLC The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.50 to $39.08. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. These shares are held of record by AH Parallel Fund IV, L.P., for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, has sole voting and dispositive power with regard to the shares held by the AH Parallel Fund IV Entities. The managing members of AH EP IV Parallel are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel Fund IV Entities. (Continued from Footnote 2) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund IV Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of its pecuniary interest, if any, in the securities by virtue of its interest in the AH Parallel Fund IV Entities. These shares are held of record by Andreessen Horowitz Fund I, L.P., as nominee for Andreessen Horowitz Fund I, L.P., Andreessen Horowitz Fund I-A, L.P. and Andreessen Horowitz Fund I-B, L.P. (collectively, the "AH Fund I Entities"). AH Equity Partners I, L.L.C. ("AH EP I"), the general partner of the AH Fund I Entities, has sole voting and dispositive power with regard to the shares held by the AH Fund I Entities. The managing members of AH EP I are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Fund I Entities. (Continued from Footnote 4) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund I Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of its pecuniary interest, if any, in the securities by virtue of its interest in the AH Fund I Entities. Each share of Class B Common Stock is convertible without payment or consideration into one share of Class A Common Stock at the option of the holder and has no expiration date. On June 20, 2019, the AH Parallel Fund IV Entities distributed, for no consideration, 3,866,994 shares of Class A Common Stock of the Issuer (the "Fund IV Shares") to their limited partners and to AH EP IV Parallel, the general partner of the AH Parallel Fund IV Entities, representing each such partner's pro rata interest in such Fund IV Shares. On the same date, AH EP IV Parallel distributed, for no consideration, the Fund IV Shares it received in the distribution by the AH Parallel Fund IV Entities to its members, representing each such member's pro rata interest in such Fund IV Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. On June 20, 2019, the AH Fund I Entities distributed, for no consideration, 12,003,090 shares of Class A Common Stock of the Issuer (the "Fund I Shares") to their limited partners and to AH EP I, the general partner of the AH Fund I Entities, representing each such partner's pro rata interest in such Fund I Shares. On the same date, AH EP I distributed, for no consideration, the Fund I Shares it received in the distribution by the AH Fund I Entities to its members, representing each such member's pro rata interest in such Fund I Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. Represents shares received by Ben Horowitz pursuant to pro rata distributions by the AH Parallel Fund IV Entities and the AH Fund I Entities, for no consideration, of shares of Class A Common Stock of the Issuer to their respective partners and such partners' members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. The shares are held of record by a family trust for which Ben Horowitz is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Ben Horowitz, disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose Represents shares received by the LAMA Community Trust pursuant to pro rata distributions by the AH Parallel Fund IV Entities and the AH Fund I Entities, for no consideration, of shares of Class A Common Stock of the Issuer to their respective partners and such partner's members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. The shares are held of record by the LAMA Community Trust of which Marc Andreessen and his spouse are trustees. Each of the Reporting Persons disclaims the existence of a "group" and, other than Marc Andreessen, disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. Represents shares received by the LAMA Community Trust pursuant to a pro rata distribution by SV Angel II, L.P., for no consideration, of shares of Class A Common Stock of the Issuer to its partners. The aforementioned distribution was made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. Represents shares received by AH Capital Management, L.L.C. pursuant to pro rata distributions by the AH Parallel Fund IV Entities and the AH Fund I Entities, for no consideration, of shares of Class A Common Stock of the Issuer to their respective partners and such partners' members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. The shares are held of record by AH Capital Management, L.L.C. The members of AH Capital Management, L.L.C. are Marc Andreessen and Ben Horowitz, who share voting and investment power with respect to the shares held by AH Capital Management, L.L.C. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. These shares are held of record by a16z Seed III, LLC ("a16z Seed"). The shares held directly by a16z Seed are indirectly held by Andreessen Horowitz Fund III, L.P., Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"), the members of a16z Seed. AH Equity Partners III, L.L.C. ("AH EP III"), the general partner of the AH Fund III Entities, has sole voting and dispositive power with regard to the shares held by a16z Seed. The managing members of AH EP III are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by a16z Seed. (Continued from Footnote 15) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by a16z Seed (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of its pecuniary interest, if any, in the securities by virtue of its interest in a16z Seed. This Form 4 is the first of three Form 4s filed relating to the same event. Combined, the three reports report the holdings for the following reporting persons: Andreessen Horowitz Fund I, L.P., AH Equity Partners I, L.L.C., AH Parallel Fund IV, L.P., AH Equity Partners IV (Parallel), L.L.C., Marc L. Andreessen, Ben Horowitz, Andreessen Horowitz Fund I-A, L.P., Andreessen Horowitz Fund I-B, L.P., AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., AH Parallel Fund IV-Q, L.P., a16z Seed III, LLC, Andreessen Horowitz Fund III, L.P., Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., Andreessen Horowitz Fund III-Q, L.P. and AH Equity Partners III, L.L.C. This Form 4 has been split into three filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. 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 2019-06-24 AH Equity Partners IV (Parallel), L.L.C. By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 2019-06-24