Accel Partner's Massive CrowdStrike Stake Reveals Deep VC Ties

Rhea-AI Filing Summary

CrowdStrike Holdings (CRWD) Director Sameer K. Gandhi reported multiple transactions and holdings in a Form 4 filing. Key transactions include:

• Acquisition of 561 restricted stock units (RSUs) on June 18, 2025, which vest after one year or by the next annual stockholder meeting
• Acquisition of 26 fully vested RSUs on June 20, 2025, issued in lieu of quarterly cash retainer

Gandhi holds significant indirect ownership through various entities, including:

• 3,483,559 shares through Accel Leaders Fund L.P.
• 776,846 shares through Potomac Investments L.P. - Fund 1
• 593,319 shares through Accel Growth Fund II L.P.

The filing reflects recent distributions of shares by Accel-affiliated funds to their limited partners. Gandhi serves as a Managing Member in multiple Accel entities and disclaims beneficial ownership except for his pecuniary interest in these holdings.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GANDHI SAMEER K

(Last) (First) (Middle)

C/O CROWDSTRIKE HOLDINGS, INC.

206 E. 9TH ST., STE. 1400

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	06/18/2025		A		561(1)	A	$0	7,461(2)	D
Class A common stock	06/20/2025		A		26(3)	A	$0	7,487(2)	D
Class A common stock								776,846(4)(5)	I	Potomac Investments L.P. - Fund 1
Class A common stock								29,038(6)	I	The Potomac Trust, dated 9/21/2001
Class A common stock								29,868(7)	I	The Potomac 2011 Irrevocable Trust
Class A common stock								3,483,559(8)	I	Accel Leaders Fund L.P.
Class A common stock								166,441(9)	I	Accel Leaders Fund Investors 2016 L.L.C.
Class A common stock								8,132(10)	I	The Potomac 2011 Nonexempt Trust dated 10/31/2011
Class A common stock								593,319(11)(12)(13)	I	Accel Growth Fund II L.P.
Class A common stock								42,981(14)	I	Accel Growth Fund II Strategic Partners L.P.
Class A common stock								63,700(15)	I	Accel Growth Fund Investors 2013 L.L.C.

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 (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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. The shares represent unvested restricted stock units (RSUs), with the RSUs vesting in full on the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of the Issuer's next annual meeting of stockholders held after the date of grant.

2. Includes shares to be issued in connection with the vesting of one or more RSUs.

3. The shares represent fully vested RSUs issued in lieu of quarterly cash retainer(s) payable under the issuer's Outsider Director Compensation Policy. The RSUs immediately converted into shares of the issuer's Class A Common Stock.

4. These holdings have been updated to reflect 21,254 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.

5. 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 an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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 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 Section 16 or any other purpose.

11. These holdings have been updated to reflect 508,560 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.

12. 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 II Entities"). 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 powers over the shares held by the Accel Growth Fund II Entities (continued in Footnote 13).

13. (continued from Footnote 12) 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 report shall 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.

14. These shares are held by Accel Growth Fund II Strategic Partners L.P. and have been updated to reflect 36,840 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.

15. These shares are held by Accel Growth Fund Investors 2013 L.L.C and have been updated to reflect 54,600 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. 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 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.

	/s/ Remie Solano, Attorney-in-Fact	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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FAQ

How many CRWD shares did Director Sameer Gandhi acquire on June 18, 2025?

Director Sameer Gandhi acquired 561 shares of CRWD Class A common stock on June 18, 2025, in the form of unvested restricted stock units (RSUs). These RSUs will vest in full on either the one-year anniversary of the grant date or the date of CrowdStrike's next annual meeting of stockholders, whichever comes first.

What is Sameer Gandhi's total direct ownership of CRWD stock after the June 2025 transactions?

After the reported transactions in June 2025, Sameer Gandhi directly owned 7,487 shares of CRWD Class A common stock. This includes the newly acquired RSUs and previously held shares.

How many CRWD shares does Sameer Gandhi control through Accel Leaders Fund L.P.?

Through Accel Leaders Fund L.P., Sameer Gandhi has indirect beneficial ownership of 3,483,559 shares of CRWD Class A common stock. However, as one of six Managing Members sharing voting and dispositive powers, he disclaims beneficial ownership except for his pecuniary interest.

What was the purpose of the 26 CRWD shares Gandhi received on June 20, 2025?

The 26 shares Gandhi received on June 20, 2025, were fully vested RSUs issued in lieu of quarterly cash retainer(s) payable under CrowdStrike's Outside Director Compensation Policy. These RSUs immediately converted into shares of Class A Common Stock.

What is the total indirect ownership of CRWD shares by Sameer Gandhi through various entities?

Through various entities including Potomac Investments, Accel Funds, and multiple trusts, Gandhi has indirect beneficial ownership of approximately 5,201,433 shares. However, he disclaims Section 16 beneficial ownership over most of these securities except for his pecuniary interest, as he shares voting power with other managing members in many cases.