Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Slack Technologies, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
83088V102
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 22 Pages
Exhibit Index Contained on Page 20
| CUSIP NO. 83088V102 | 13 G | Page 2 of 22 |
| 1 |
NAME OF REPORTING PERSONS Andreessen Horowitz Fund I, L.P. (“AH I”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF
|
5 | SOLE
VOTING POWER** 29,886,496 shares1, except that AH Equity Partners I, L.L.C. (“AH Equity I”), the general partner of AH I, may be deemed to have sole power to vote these shares, and Marc Andreessen (“Andreessen”) and Ben Horowitz (“Horowitz”), the managing members of AH Equity I, may be deemed to have shared power to vote these shares. |
| 6 | SHARED
VOTING POWER See response to row 5. | |
| 7 | SOLE
DISPOSITIVE POWER** 29,886,496 shares1, except that AH Equity I, the general partner of AH I, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,886,496** |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.55%2 |
| 12 |
TYPE OF REPORTING PERSON* PN |
1 Represents 8,145,629 shares of Class A Common Stock and 21,740,867 shares of Class B Common Stock held directly by AH I. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2 Based on 291,362,103 shares of the Issuer’s Class A Common Stock outstanding as of November 15, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 4, 2019, plus 21,740,867 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
| CUSIP NO. 83088V102 | 13 G | Page 3 of 22 |
| 1 |
NAME OF REPORTING PERSONS Andreessen Horowitz Fund I-A, L.P. (“AH I-A”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
|
5 |
SOLE VOTING POWER** 4,182,881 shares1, except that AH Equity I, the general partner of AH I-A, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 |
SOLE DISPOSITIVE POWER** 4,182,881 shares1, except that AH Equity I, the general partner of AH I-A, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,182,881** |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.42%2 |
| 12 |
TYPE OF REPORTING PERSON* PN |
1 Represents 1,140,057 shares of Class A Common Stock and 3,042,824 shares of Class B Common Stock held directly by AH I-A. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2 Based on 291,362,103 shares of the Issuer’s Class A Common Stock outstanding as of November 15, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 4, 2019, plus 3,042,824 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
| CUSIP NO. 83088V102 | 13 G | Page 4 of 22 |
| 1 |
NAME OF REPORTING PERSONS Andreessen Horowitz Fund I-B, L.P. (“AH I-B”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
|
5 |
SOLE VOTING POWER** 1,939,893 shares1, except that AH Equity I, the general partner of AH I-B, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 |
SOLE DISPOSITIVE POWER** 1,939,893 shares1, except that AH Equity I, the general partner of AH I-B, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,939,893** |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.66%2 |
| 12 |
TYPE OF REPORTING PERSON* PN |
1 Represents 528,726 shares of Class A Common Stock and 1,411,167 shares of Class B Common Stock held directly by AH I-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2 Based on 291,362,103 shares of the Issuer’s Class A Common Stock outstanding as of November 15, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 4, 2019, plus 1,411,167 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
| CUSIP NO. 83088V102 | 13 G | Page 5 of 22 |
| 1 |
NAME OF REPORTING PERSONS AH Equity Partners I, L.L.C. (“AH Equity I”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delawar e |
|
NUMBER OF
|
5 |
SOLE VOTING POWER** 36,009,270 shares1, of which 29,886,496 are directly owned by AH I, 4,182,881 are directly owned by AH I-A and 1,939,893 are directly owned by AH I-B. AH Equity I, the general partner of AH I, AH I-A and AH I-B, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 |
SOLE DISPOSITIVE POWER** 36,009,270 shares1, of which 29,886,496 are directly owned by AH I, 4,182,881 are directly owned by AH I-A and 1,939,893 are directly owned by AH I-B. AH Equity I, the general partner of AH I, AH I-A and AH I-B, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity I, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,009,270** |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.34%2 |
| 12 |
TYPE OF REPORTING PERSON* OO |
1 Represents 9,814,412 shares of Class A Common Stock and 26,194,858 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2 Based on 291,362,103 shares of the Issuer’s Class A Common Stock outstanding as of November 15, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 4, 2019, plus 26,194,858 shares of the Issuer’s Class B Common Stock indirectly held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
| CUSIP NO. 83088V102 | 13 G | Page 6 of 22 |
| 1 |
NAME OF REPORTING PERSONS |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
|
5 | SOLE VOTING POWER** 9,983,624 shares1, except that AH Equity Partners IV (Parallel), L.L.C. (“AH Equity Parallel IV”), the general partner of AH Parallel IV, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel IV, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER** 9,983,624 shares1, except that AH Equity Parallel IV, the general partner of AH Parallel IV, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel IV, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,983,624** |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.35%2 |
| 12 |
TYPE OF REPORTING PERSON* PN |
1 Represents 3,284,349 shares of Class A Common Stock and 6,699,275 shares of Class B Common Stock held directly by AH Parallel IV. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2 Based on 291,362,103 shares of the Issuer’s Class A Common Stock outstanding as of November 15, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 4, 2019, plus 6,699,275 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
| CUSIP NO. 83088V102 | 13 G | Page 7 of 22 |
| 1 |
NAME OF REPORTING PERSONS |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
|
5 | SOLE VOTING POWER** 34,101 shares1, except that AH Equity Parallel IV, the general partner of AH Parallel IV-A, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel IV, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER** 34,101 shares1, except that AH Equity Parallel IV, the general partner of AH Parallel IV-A, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel IV, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,101** |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.01%2 |
| 12 |
TYPE OF REPORTING PERSON* PN |
1 Represents 11,219 shares of Class A Common Stock and 22,882 shares of Class B Common Stock held directly by AH Parallel IV-A. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2 Based on 291,362,103 shares of the Issuer’s Class A Common Stock outstanding as of November 15, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 4, 2019, plus 22,882 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
| CUSIP NO. 83088V102 | 13 G | Page 8 of 22 |
| 1 |
NAME OF REPORTING PERSONS |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
|
5 | SOLE VOTING POWER** 279,548 shares1, except that AH Equity Parallel IV, the general partner of AH Parallel IV-B, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel IV, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER** 279,548 shares1, except that AH Equity Parallel IV, the general partner of AH Parallel IV-B, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel IV, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 279,548** |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.10%2 |
| 12 |
TYPE OF REPORTING PERSON* PN |
1 Represents 91,966 shares of Class A Common Stock and 187,582 shares of Class B Common Stock held directly by AH Parallel IV-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2 Based on 291,362,103 shares of the Issuer’s Class A Common Stock outstanding as of November 15, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 4, 2019, plus 187,582 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
| CUSIP NO. 83088V102 | 13 G | Page 9 of 22 |
| 1 |
NAME OF REPORTING PERSONS |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
|
5 | SOLE VOTING POWER** 1,303,707 shares1, except that AH Equity Parallel IV, the general partner of AH Parallel IV-Q, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel IV, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER** 1,303,707 shares1, except that AH Equity Parallel IV, the general partner of AH Parallel IV-Q, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel IV, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,303,707** |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.45%2 |
| 12 |
TYPE OF REPORTING PERSON* PN |
1 Represents 428,885 shares of Class A Common Stock and 874,822 shares of Class B Common Stock held directly by AH Parallel IV-Q. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2 Based on 291,362,103 shares of the Issuer’s Class A Common Stock outstanding as of November 15, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 4, 2019, plus 874,822 shares of the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
| CUSIP NO. 83088V102 | 13 G | Page 10 of 22 |
| 1 |
NAME OF REPORTING PERSONS |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF
|
5 | SOLE VOTING POWER** |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER** 11,600,980 shares1, of which 9,983,624 are directly owned by AH Parallel IV, 34,101 are directly owned by AH Parallel IV-A, 279,548 are directly owned by AH Parallel IV-B and 1,303,707 are directly owned by AH Parallel IV-Q. AH Equity Parallel IV, the general partner of AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel IV, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,600,980** |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.88%2 |
| 12 |
TYPE OF REPORTING PERSON* OO |
1 Represents 3,816,419 shares of Class A Common Stock and 7,784,561 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2 Based on 291,362,103 shares of the Issuer’s Class A Common Stock outstanding as of November 15, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 4, 2019, plus 7,784,561 shares of the Issuer’s Class B Common Stock indirectly held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
| CUSIP NO. 83088V102 | 13 G | Page 11 of 22 |
| 1 |
NAME OF REPORTING PERSONS a16z Seed-III, LLC (“AH Seed III”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF
|
5 | SOLE VOTING POWER** |
| 6 | SHARED
VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER** 42,990 shares1, except that Andreessen Horowitz Fund III, L.P. (“AH III”), Andreessen Horowitz Fund III-A, L.P. (“AH III-A”), Andreessen Horowitz Fund III-B, L.P. (“AH III-B”), and Andreessen Horowitz Fund III-Q, L.P. (“AH III-Q”) are the members of AH Seed III, and AH Equity Partners III, L.L.C. (“AH Equity III”), the general partner of AH III, AH III-A, AH III-B and AH III-Q, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,990** |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.01%2 |
| 12 |
TYPE OF REPORTING PERSON* OO |
1 Represents 42,990 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2 Based on 291,362,103 shares of the Issuer’s Class A Common Stock outstanding as of November 15, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 4, 2019, plus 42,990 shares of the Issuer’s Class B Common Stock indirectly held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
| CUSIP NO. 83088V102 | 13 G | Page 12 of 22 |
| 1 |
NAME OF REPORTING PERSONS AH Capital Management, L.L.C. (“AH Capital”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER
OF
|
5 | SOLE VOTING POWER** |
| 6 | SHARED
VOTING POWER See response to row 5. | |
| 7 |
SOLE DISPOSITIVE POWER** 60,536 shares1. Andreessen and Horowitz, the members of AH Capital, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,536** |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02%2 |
| 12 |
TYPE OF REPORTING PERSON* OO |
1 Represents 60,536 shares of Class A Common Stock.
2 Based on 291,362,103 shares of the Issuer’s Class A Common Stock outstanding as of November 15, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 4, 2019.
**The information with respect to beneficial ownership of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
| CUSIP NO. 83088V102 | 13 G | Page 13 of 22 |
| 1 |
NAME OF REPORTING PERSONS Marc Andreessen (“Andreessen”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER
OF
|
5 | SOLE VOTING POWER** |
| 6 | SHARED VOTING POWER
In addition, Andreessen may be deemed to have shared power to vote 1,413,143 shares2 held by the LAMA Community Trust. | |
| 7 |
SOLE
DISPOSITIVE POWER** | |
| 8 | SHARED
DISPOSITIVE POWER
In addition, Andreessen may be deemed to have shared power to vote 1,413,143 shares2 held by the LAMA Community Trust. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,126,919** |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.10%3 |
| 12 |
TYPE OF REPORTING PERSON* IN |
1 Represents 13,691,367 shares of Class A Common Stock and 34,022,409 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
2 Represents 1,413,143 shares of Class A Common Stock directly held by the LAMA Community Trust, of which the Reporting Person and his spouse are trustees.
3 Based on 291,362,103 shares of the Issuer’s Class A Common Stock outstanding as of November 15, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 4, 2019, plus 34,022,409 shares of the Issuer’s Class B Common Stock indirectly held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
| CUSIP NO. 83088V102 | 13 G | Page 14 of 22 |
| 1 |
NAME OF REPORTING PERSONS |
Ben Horowitz (“Horowitz”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
NUMBER
OF
|
5 | SOLE VOTING POWER** 1,693,391 shares1 |
| 6 | SHARED VOTING POWER 47,713,776 shares1, of which 29,886,496 are directly owned by AH I, 4,182,881 are directly owned by AH I-A, 1,939,893 are directly owned by AH I-B, 9,983,624 are directly owned by AH Parallel IV, 34,101 are directly owned by AH Parallel IV-A, 279,548 are directly owned by AH Parallel IV-B and 1,303,707 are directly owned by AH Parallel IV-Q, 42,990 are directly owned by AH Seed III, and 60,536 are directly owned by AH Capital. Andreessen is a managing member of AH Equity I, the general partner of AH I, AH I-A and AH I-B, a managing member of AH Equity Parallel IV, the general partner of AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q, and a member of AH Capital, and may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER** 1,693,391 shares1 | |
| 8 | SHARED DISPOSITIVE POWER 47,713,776 shares1, of which 29,886,496 are directly owned by AH I, 4,182,881 are directly owned by AH I-A, 1,939,893 are directly owned by AH I-B, 9,983,624 are directly owned by AH Parallel IV, 34,101 are directly owned by AH Parallel IV-A, 279,548 are directly owned by AH Parallel IV-B and 1,303,707 are directly owned by AH Parallel IV-Q, 42,990 are directly owned by AH Seed III and 60,536 are directly owned by AH Capital. Horowitz is a managing member of AH Equity I, the general partner of AH I, AH I-A and AH I-B, and a managing member of AH Equity Parallel IV, the general partner of AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B, AH Parallel IV-Q, and a member of AH Capital, and may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,407,167** |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.18%3 |
| 12 |
TYPE OF REPORTING PERSON* IN |
1 Represents 1,693,391 shares of Class A Common Stock held by a family trust for which the Reporting Person is a trustee.
2 Represents 13,691,367 shares of Class A Common Stock and 34,022,409 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
3 Based on 291,362,103 shares of the Issuer’s Class A Common Stock outstanding as of November 15, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 4, 2019, plus 34,022,409 shares of the Issuer’s Class B Common Stock indirectly held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
| CUSIP NO. 83088V102 | 13 G | Page 15 of 22 |
| ITEM 1(A). | NAME OF ISSUER |
Slack Technologies, Inc.
500 Howard Street
San Francisco, California 94105
| ITEM 2(A). | NAME OF PERSONS FILING
This Schedule 13G is filed by Andreessen Horowitz Fund I, L.P., a Delaware limited partnership (“AH I”), Andreessen Horowitz Fund I-A, L.P., a Delaware limited partnership (“AH I-A”), Andreessen Horowitz Fund I-B, L.P., a Delaware limited partnership (“AH I-B”), AH Equity Partners I, L.L.C., a Delaware limited liability company (“AH Equity I”), AH Parallel Fund IV, L.P., a Delaware limited partnership, AH Parallel Fund IV-A, L.P., a Delaware limited partnership, AH Parallel Fund IV-B, L.P., a Delaware limited partnership, AH Parallel Fund IV-Q, L.P., a Delaware limited partnership, AH Equity Partners IV (Parallel), L.L.C., a Delaware limited liability company (“AH Equity Parallel IV”), a16z Seed-III, LLC, a Delaware limited liability company (“AH Seed III”), AH Capital Management, L.L.C., a Delaware limited liability company (“AH Capital”), Marc Andreessen (“Andreessen”) and Ben Horowitz (“Horowitz”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
AH Equity I is the general partner of AH I, AH I-A and AH I-B, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by AH I, AH I-A and AH I-B. Andreessen and Horowitz are managing members of AH Equity I and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AH I, AH I-A and AH I-B.
AH Equity Parallel IV is the general partner of AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q. Andreessen and Horowitz are managing members of AH Equity Parallel IV and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B and AH Parallel IV-Q.
Andreessen Horowitz Fund III, L.P., a Delaware limited partnership (“AH III”), Andreessen Horowitz Fund III-A, L.P., a Delaware limited partnership (“AH III-A”), Andreessen Horowitz Fund III-B, L.P., a Delaware limited partnership (“AH III-B”), and Andreessen Horowitz Fund III-Q, L.P., a Delaware limited partnership (“AH III-Q”) are the members of AH Seed III. AH Equity Partners III, L.L.C. (“AH Equity III”) is the general partner of AH III, AH III-A, AH III-B, and AH III-Q, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer indirectly owned by AH III, AH III-A, AH III-B and AH III-Q. Andreessen and Horowitz are managing members of AH Equity III and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AH Seed III.
Andreessen and Horowitz are members of AH Capital and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AH Capital.
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
Andreessen Horowitz
2865 Sand Hill Road
Suite 101
Menlo Park, California 94025
| CUSIP NO. 83088V102 | 13 G | Page 16 of 22 |
| ITEM 2(C) | CITIZENSHIP |
See Row 4 of cover page for each Reporting Person.
| ITEM 2(D) | TITLE OF CLASS OF SECURITIES Class A Common Stock, $0.0001 par value |
| ITEM 2(E) | CUSIP NUMBER |
83088V102
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP
The following information with respect to the ownership of the Class A Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2019. |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class:
See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable. |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the limited partnership agreements of AH I, AH I-A, AH I-B, AH Parallel IV, AH Parallel IV-A, AH Parallel IV-B, AH Parallel IV-Q and the limited liability company agreements of AH Equity I, AH Equity Parallel IV, AH Seed III, AH Equity III and AH Capital, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or a member, as the case may be. |
| CUSIP NO. 83088V102 | 13 G | Page 17 of 22 |
|
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable. |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable. |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP.
Not applicable. |
| ITEM 10. | CERTIFICATION.
Not applicable. |
| CUSIP NO. 83088V102 | 13 G | Page 18 of 22 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2020
| Andreessen Horowitz Fund I, L.P. | ||
| Andreessen Horowitz Fund I-A, L.P. | ||
| Andreessen Horowitz Fund I-B, L.P. | ||
| By: AH Equity Partners I, L.L.C. | ||
| Its: General Partner | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| AH Equity Partners I, L.L.C. | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| 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/ Sco tt Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| AH Equity Partners IV (Parallel), L.L.C. | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| A16z Seed-III, LLC | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| AH Equity Partners III, L.L.C. | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| AH Capital Management, L.L.C. | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| CUSIP NO. 83088V102 | 13 G | Page 19 of 22 |
| Marc Andreessen | |
| /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | |
| Attorney-in-fact for Marc Andreessen | |
| Ben Horowitz | |
| /s/ Scott Kupor | |
| Scott
Kupor, Chief Operating Officer Attorney-in-fact for Ben Horowitz |
| CUSIP NO. 83088V102 | 13 G | Page 20 of 22 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 21 |
| CUSIP NO. 83088V102 | 13 G | Page 21 of 22 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Slack Technologies, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 13, 2020
| Andreessen Horowitz Fund I, L.P. | ||
| Andreessen Horowitz Fund I-A, L.P. | ||
| Andreessen Horowitz Fund I-B, L.P. | ||
| By: AH Equity Partners I, L.L.C. | ||
| Its: General Partner | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| AH Equity Partners I, L.L.C. | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| 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 | ||
| AH Equity Partners IV (Parallel), L.L.C. | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| A16z Seed-III, LLC | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| AH Equity Partners III, L.L.C. | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| AH Capital Management, L.L.C. | ||
| By: | /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | ||
| CUSIP NO. 83088V102 | 13 G | Page 22 of 22 |
| Marc Andreessen | |
| /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | |
| Attorney-in-fact for Marc Andreessen | |
| Ben Horowitz | |
| /s/ Scott Kupor | |
| Scott Kupor, Chief Operating Officer | |
| Attorney-in-fact for Ben Horowitz |