4//SEC Filing
Henderson Cal 4
Accession 0001764925-21-000132
CIK 0001764925other
Filed
Jul 20, 8:00 PM ET
Accepted
Jul 21, 4:36 PM ET
Size
77.8 KB
Accession
0001764925-21-000132
Insider Transaction Report
Form 4
Henderson Cal
Chief Technology Officer
Transactions
- Conversion
Class B Common Stock
2021-07-21−13,218,173→ 0 total(indirect: By Trust)→ Class A Common Stock (13,218,173 underlying) - Conversion
Class B Common Stock
2021-07-21−222,200→ 0 total(indirect: By Trust)→ Class A Common Stock (222,200 underlying) - Conversion
Class B Common Stock
2021-07-21−222,200→ 0 total(indirect: By Trust)→ Class A Common Stock (222,200 underlying) - Disposition from Tender
Class A Common Stock
2021-07-21−56,632→ 0 total(indirect: See footnote) - Disposition from Tender
Class A Common Stock
2021-07-21−33,706→ 0 total(indirect: By Trust) - Conversion
Class A Common Stock
2021-07-21+222,200→ 222,200 total(indirect: By Trust) - Conversion
Class A Common Stock
2021-07-21+56,632→ 56,632 total(indirect: See footnote) - Conversion
Class A Common Stock
2021-07-21+12,640→ 12,640 total(indirect: By Trust) - Disposition from Tender
Class A Common Stock
2021-07-21−222,200→ 0 total(indirect: By Trust) - Conversion
Class A Common Stock
2021-07-21+222,200→ 222,200 total(indirect: By Trust) - Conversion
Class A Common Stock
2021-07-21+222,200→ 222,200 total(indirect: By Trust) - Conversion
Class A Common Stock
2021-07-21+33,706→ 33,706 total(indirect: By Trust) - Conversion
Class A Common Stock
2021-07-21+29,493→ 29,493 total(indirect: By Trust) - Disposition from Tender
Class A Common Stock
2021-07-21−13,303,828→ 0 total(indirect: By Trust) - Conversion
Class A Common Stock
2021-07-21+222,200→ 222,200 total(indirect: By Trust) - Disposition from Tender
Class A Common Stock
2021-07-21−222,200→ 0 total(indirect: By Trust) - Disposition from Tender
Class A Common Stock
2021-07-21−222,200→ 0 total(indirect: By Trust) - Disposition from Tender
Class A Common Stock
2021-07-21−29,493→ 0 total(indirect: By Trust) - Disposition from Tender
Class A Common Stock
2021-07-21−12,640→ 0 total(indirect: By Trust) - Conversion
Class B Common Stock
2021-07-21−12,640→ 0 total(indirect: By Trust)→ Class A Common Stock (12,640 underlying) - Disposition from Tender
Class A Common Stock
2021-07-21−222,200→ 0 total(indirect: By Trust) - Disposition from Tender
Class A Common Stock
2021-07-21−8,427→ 0 total(indirect: By Trust) - Conversion
Class B Common Stock
2021-07-21−222,200→ 0 total(indirect: By Trust)→ Class A Common Stock (222,200 underlying) - Conversion
Class B Common Stock
2021-07-21−56,632→ 0 total(indirect: See footnote)→ Class A Common Stock (56,632 underlying) - Conversion
Class B Common Stock
2021-07-21−8,427→ 0 total(indirect: By Trust)→ Class A Common Stock (8,427 underlying) - Disposition to Issuer
Restricted Stock Units
2021-07-21−78,750→ 0 total→ Class B Common Stock (78,750 underlying) - Conversion
Class A Common Stock
2021-07-21+13,218,173→ 13,303,828 total(indirect: By Trust) - Conversion
Class A Common Stock
2021-07-21+8,427→ 8,427 total(indirect: By Trust) - Conversion
Class A Common Stock
2021-07-21+233,854→ 272,092 total - Disposition from Tender
Class A Common Stock
2021-07-21−272,092→ 0 total - Conversion
Class B Common Stock
2021-07-21−222,200→ 0 total(indirect: By Trust)→ Class A Common Stock (222,200 underlying) - Conversion
Class B Common Stock
2021-07-21−33,706→ 0 total(indirect: By Trust)→ Class A Common Stock (33,706 underlying) - Conversion
Class B Common Stock
2021-07-21−29,493→ 0 total(indirect: By Trust)→ Class A Common Stock (29,493 underlying) - Conversion
Class B Common Stock
2021-07-21−233,854→ 0 total→ Class A Common Stock (233,854 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2021-07-21−78,000→ 0 totalExercise: $10.56Exp: 2029-02-26→ Class B Common Stock (78,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2021-07-21−103,122→ 0 totalExercise: $24.31Exp: 2030-04-05→ Class A Common Stock (103,122 underlying)
Holdings
- 0(indirect: By Trust)
Class B Common Stock
→ Class A Common Stock (0 underlying) - 0(indirect: By Trust)
Class B Common Stock
→ Class A Common Stock (0 underlying)
Footnotes (25)
- [F1]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.
- [F10]Shares held of record by First Republic Trust Company of Delaware LLC and Rebecca Reeve Henderson, Trustees of The Rebecca Reeve Henderson 2019 Siblings Irrevocable Trust dated May 22, 2019.
- [F11]Shares held of record by First Republic Trust Company of Delaware LLC and Rebecca Reeve Henderson, Trustees of The Rebecca Reeve Henderson 2019 Parents Irrevocable Trust dated May 22, 2019.
- [F12]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.
- [F13]Includes 30,919 shares of Class A common stock subject to restricted stock units ("RSUs") of the Issuer. Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time"), each of the Issuer's RSUs were assumed and converted into an RSU with respect to a number of shares of Salesforce common stock (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of common stock subject to the Issuer RSU immediately prior to the Effective Time by (ii) the "option/RSU conversion ratio" as defined in the definitive proxy statement filed by the Issuer with the SEC on January 29, 2021. The converted RSU will otherwise be subject to the same terms and conditions as were applicable to the Issuer RSU prior to the Effective Time.
- [F14]Reflects 26,588 shares of Class A common stock distributed by The Rebecca Reeve Henderson 2019 Grantor Retained Annuity Trust dated May 22, 2019 to Rebecca Reeve Henderson on July 7, 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.
- [F15]Reflects 33,706 shares of Class A common stock distributed by The Cal Henderson 2019 Grantor Retained Annuity Trust dated May 22, 2019 to The Cal Henderson 2019 Siblings Irrevocable Trust on July 7, 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.
- [F16]Reflects 8,427 shares of Class A common stock distributed by The Cal Henderson 2019 Grantor Retained Annuity Trust dated May 22, 2019 to The Cal Henderson 2019 Parents Irrevocable Trust on July 7, 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.
- [F17]Reflects 29,493 shares of Class A common stock distributed by The Rebecca Reeve Henderson 2019 Grantor Retained Annuity Trust dated May 22, 2019 to The Rebecca Reeve Henderson 2019 Siblings Irrevocable Trust on July 7, 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.
- [F18]Reflects 12,640 shares of Class A common stock distributed by The Rebecca Reeve Henderson 2019 Grantor Retained Annuity Trust dated May 22, 2019 to The Rebecca Reeve Henderson 2019 Parents Irrevocable Trust on July 7, 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.
- [F19]Reflects 26,588 shares of Class A common stock distributed by The Cal Henderson 2019 Grantor Retained Annuity Trust dated May 22, 2019 to the Reporting Person on July 7, 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.
- [F2]Shares held of record by Cal Henderson and Rebecca Reeve Henderson, Trustees of The Henderson Family Trust u/a/d/ 7/21/2016.
- [F20]Shares held of record by Cal Henderson, Trustee of The Cal Henderson 2019 Grantor Retained Annuity Trust dated May 22, 2019.
- [F21]Shares held of record by Rebecca Reeve Henderson, Trustee of The Rebecca Reeve Henderson 2019 Grantor Retained Annuity Trust dated May 22, 2019.
- [F22]This RSU represents the right to receive shares of Class B common stock.
- [F23]Pursuant to the Merger Agreement, at the Effective Time, each of the Issuer's RSUs were assumed and converted into an RSU with respect to a number of shares of Salesforce common stock (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of common stock subject to the Issuer RSU immediately prior to the Effective Time by (ii) the option/RSU conversion ratio. The converted RSU will otherwise be subject to the same terms and conditions as were applicable to the Issuer RSU prior to the Effective Time.
- [F24]Not applicable.
- [F25]Pursuant to the Merger Agreement, at the Effective Time, each outstanding option was assumed and converted into an option to purchase the number of shares of Salesforce common stock (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of common stock subject to the Issuer option immediately prior to the Effective Time by (ii) the option/RSU conversion ratio, with an exercise price determined by dividing (i) the exercise price of the Issuer option immediately prior to the Effective Time by (ii) the option/RSU conversion ratio. The converted option will otherwise be subject to the same terms and conditions as were applicable to the Issuer option prior to the Effective Time.
- [F3]Shares held of record by First Republic Trust Company of Delaware LLC and Cal Henderson, Trustees of The Theodore Henderson GST Exempt Trust under the Cal Henderson Family 2019 Irrevocable Trust dated May 22, 2019.
- [F4]Shares held of record by First Republic Trust Company of Delaware LLC and Cal Henderson, Trustees of The William Franklin Henderson GST Exempt Trust under the Cal Henderson Family 2019 Irrevocable Trust dated May 22, 2019.
- [F5]Shares held of record by First Republic Trust Company of Delaware LLC and Rebecca Reeve Henderson, Trustees of The Theodore Henderson GST Exempt Trust under the Rebecca Reeve Henderson Family 2019 Irrevocable Trust dated May 22, 2019.
- [F6]Shares held of record by First Republic Trust Company of Delaware LLC and Rebecca Reeve Henderson, Trustees of The William Franklin Henderson GST Exempt Trust under the Rebecca Reeve Henderson Family 2019 Irrevocable Trust dated May 22, 2019.
- [F7]Shares held of record by Rebecca Reeve Henderson, spouse of the Reporting Person, and as such, may be deemed to be beneficially held by the Reporting Person.
- [F8]Shares held of record by First Republic Trust Company of Delaware LLC and Cal Henderson, Trustees of The Cal Henderson 2019 Siblings Irrevocable Trust dated May 22, 2019.
- [F9]Shares held of record by First Republic Trust Company of Delaware LLC and Cal Henderson, Trustees of The Cal Henderson 2019 Parents Irrevocable Trust dated May 22, 2019.
Documents
Issuer
Slack Technologies, Inc.
CIK 0001764925
Entity typeother
Related Parties
1- filerCIK 0001775683
Filing Metadata
- Form type
- 4
- Filed
- Jul 20, 8:00 PM ET
- Accepted
- Jul 21, 4:36 PM ET
- Size
- 77.8 KB