Cal Henderson - 21 Jul 2021 Form 4 Insider Report for Slack Technologies, Inc.

Role
Chief Technology Officer
Signature
/s/ David Schellhase, as Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
21 Jul 2021
Net transactions value
$0
Form type
4
Filing time
21 Jul 2021, 16:36:44 UTC
Previous filing
06 Jul 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WORK Class A Common Stock Conversion of derivative security +13,218,173 +15432% 13,303,828 21 Jul 2021 By trust F1, F2
transaction WORK Class A Common Stock Conversion of derivative security +222,200 222,200 21 Jul 2021 By trust F1, F3
transaction WORK Class A Common Stock Conversion of derivative security +222,200 222,200 21 Jul 2021 By trust F1, F4
transaction WORK Class A Common Stock Conversion of derivative security +222,200 222,200 21 Jul 2021 By trust F1, F5
transaction WORK Class A Common Stock Conversion of derivative security +222,200 222,200 21 Jul 2021 By trust F1, F6
transaction WORK Class A Common Stock Conversion of derivative security +56,632 56,632 21 Jul 2021 See footnote F1, F7
transaction WORK Class A Common Stock Conversion of derivative security +33,706 33,706 21 Jul 2021 By trust F1, F8
transaction WORK Class A Common Stock Conversion of derivative security +8,427 8,427 21 Jul 2021 By trust F1, F9
transaction WORK Class A Common Stock Conversion of derivative security +29,493 29,493 21 Jul 2021 By trust F1, F10
transaction WORK Class A Common Stock Conversion of derivative security +12,640 12,640 21 Jul 2021 By trust F1, F11
transaction WORK Class A Common Stock Conversion of derivative security +233,854 +612% 272,092 21 Jul 2021 Direct F1
transaction WORK Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -13,303,828 -100% 0 21 Jul 2021 By trust F2, F12
transaction WORK Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -222,200 -100% 0 21 Jul 2021 By trust F3, F12
transaction WORK Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -222,200 -100% 0 21 Jul 2021 By trust F4, F12
transaction WORK Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -222,200 -100% 0 21 Jul 2021 By trust F5, F12
transaction WORK Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -222,200 -100% 0 21 Jul 2021 By trust F6, F12
transaction WORK Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -56,632 -100% 0 21 Jul 2021 See footnote F7, F12
transaction WORK Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -33,706 -100% 0 21 Jul 2021 By trust F8, F12
transaction WORK Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -8,427 -100% 0 21 Jul 2021 By trust F9, F12
transaction WORK Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -29,493 -100% 0 21 Jul 2021 By trust F10, F12
transaction WORK Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -12,640 -100% 0 21 Jul 2021 By trust F11, F12
transaction WORK Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -272,092 -100% 0 21 Jul 2021 Direct F12, F13

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WORK Class B Common Stock Conversion of derivative security $0 -13,218,173 -100% $0.000000* 0 21 Jul 2021 Class A Common Stock 13,218,173 By trust F1, F2
transaction WORK Class B Common Stock Conversion of derivative security $0 -222,200 -100% $0.000000* 0 21 Jul 2021 Class A Common Stock 222,200 By trust F1, F3
transaction WORK Class B Common Stock Conversion of derivative security $0 -222,200 -100% $0.000000* 0 21 Jul 2021 Class A Common Stock 222,200 By trust F1, F4
transaction WORK Class B Common Stock Conversion of derivative security $0 -222,200 -100% $0.000000* 0 21 Jul 2021 Class A Common Stock 222,200 By trust F1, F5
transaction WORK Class B Common Stock Conversion of derivative security $0 -222,200 -100% $0.000000* 0 21 Jul 2021 Class A Common Stock 222,200 By trust F1, F6
transaction WORK Class B Common Stock Conversion of derivative security $0 -56,632 -100% $0.000000* 0 21 Jul 2021 Class A Common Stock 56,632 See footnote F1, F7, F14
transaction WORK Class B Common Stock Conversion of derivative security $0 -33,706 -100% $0.000000* 0 21 Jul 2021 Class A Common Stock 33,706 By trust F1, F8, F15
transaction WORK Class B Common Stock Conversion of derivative security $0 -8,427 -100% $0.000000* 0 21 Jul 2021 Class A Common Stock 8,427 By trust F1, F9, F16
transaction WORK Class B Common Stock Conversion of derivative security $0 -29,493 -100% $0.000000* 0 21 Jul 2021 Class A Common Stock 29,493 By trust F1, F10, F17
transaction WORK Class B Common Stock Conversion of derivative security $0 -12,640 -100% $0.000000* 0 21 Jul 2021 Class A Common Stock 12,640 By trust F1, F11, F18
transaction WORK Class B Common Stock Conversion of derivative security $0 -233,854 -100% $0.000000* 0 21 Jul 2021 Class A Common Stock 233,854 Direct F1, F19
transaction WORK Restricted Stock Units Disposed to Issuer $0 -78,750 -100% $0.000000* 0 21 Jul 2021 Class B Common Stock 78,750 Direct F22, F23, F24
transaction WORK Stock Option (Right to Buy) Disposed to Issuer $0 -78,000 -100% $0.000000* 0 21 Jul 2021 Class B Common Stock 78,000 $10.56 Direct F25
transaction WORK Stock Option (Right to Buy) Disposed to Issuer $0 -103,122 -100% $0.000000* 0 21 Jul 2021 Class A Common Stock 103,122 $24.31 Direct F25
holding WORK Class B Common Stock 0 21 Jul 2021 Class A Common Stock 0 By trust F1, F15, F16, F19, F20
holding WORK Class B Common Stock 0 21 Jul 2021 Class A Common Stock 0 By trust F1, F14, F17, F18, F21
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Cal Henderson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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.
F2 Shares held of record by Cal Henderson and Rebecca Reeve Henderson, Trustees of The Henderson Family Trust u/a/d/ 7/21/2016.
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.
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.
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.