Statement of Changes in Beneficial Ownership (4)
22 July 2021 - 6:40AM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Friar Sarah |
2. Issuer Name and Ticker or Trading Symbol
Slack Technologies, Inc.
[
WORK
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SLACK TECHNOLOGIES, INC., 500 HOWARD STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/21/2021 |
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(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 7/21/2021 | | C | | 259684 | A | (1) | 259684 | I | By David Riley and Sarah Friar Revocable Trust dated August 11, 2006 |
| Class A Common Stock | 7/21/2021 | | C | | 146333 | A | (1) | 146333 | I | By Sarah Friar 2019 Grantor Retained Annuity Trust dated February 1, 2019 |
| Class A Common Stock | 7/21/2021 | | U | | 259684 | D | (2) | 0 | I | By David Riley and Sarah Friar Revocable Trust dated August 11, 2006 |
| Class A Common Stock | 7/21/2021 | | U | | 146333 | D | (2) | 0 | I | By Sarah Friar 2019 Grantor Retained Annuity Trust dated February 1, 2019 |
| Class A Common Stock | 7/21/2021 | | U | | 5854 | D | (2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Class B Common Stock | (1) | 7/21/2021 | | C | | | 259684 | (1) | (1) | Class A Common Stock | 259684.0 | $0 | 0 (3) | I | By David Riley and Sarah Friar Revocable Trust dated August 11, 2006 |
| Class B Common Stock | (1) | 7/21/2021 | | C | | | 146333 | (1) | (1) | Class A Common Stock | 146333.0 | $0 | 0 (3) | I | By Sarah Friar 2019 Grantor Retained Annuity Trust dated February 1, 2019 |
| Explanation of Responses: |
| (1) | Upon consummation of the exchange offer (as described below), each share of tendered Class B common stock, par value $0.0001 per share, converted on a one-to-one basis into Class A common stock, par value $0.0001 per share. |
| (2) | Pursuant to the Agreement and Plan of Merger, dated as of December 1, 2020 (the "Merger Agreement"), by and among salesforce.com, inc. ("Salesforce"), Skyline Strategies I Inc., Skyline Strategies II LLC, and the Issuer, each share of the Issuer's common stock was tendered in exchange for (i) 0.0776 shares of Salesforce common stock and (ii) $26.79 in cash, together with cash in lieu of any fractional shares of Salesforce common stock. |
| (3) | Reflects 13,344 shares of Class A common stock distributed by the Sarah Friar 2019 Grantor Retained Annuity Trust dated February 1, 2019 to the David Riley and Sarah Friar Revocable Trust dated August 11, 2006 on May 10, 2021, for no consideration, resulting in a change of form of beneficial ownership in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Friar Sarah
C/O SLACK TECHNOLOGIES, INC.
500 HOWARD STREET
SAN FRANCISCO, CA 94105 | X |
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Signatures
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| /s/ David Schellhase, as Attorney-in-Fact | | 7/21/2021 |
| **Signature of Reporting Person | Date |
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