Atlassian Corp 8-K, filed May 26, 2023
Atlassian Corp (TEAM)
8-K
2023-05-26
For: 2023-05-26
View Original
Added on
April 08, 2026
About this 8-K
Atlassian Corp filed this 8-K on May 26, 2023.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 26, 2023
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||
(Address of principal executive offices and Zip Code)
(415 ) 701-1110
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act: | |||||||||||||||||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | |||||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On May 26, 2023, Atlassian Corporation, a leading provider of team collaboration and productivity software, announced that Scott Farquhar and Mike Cannon-Brookes each adopted a new stock trading plan in February 2023 in accordance with guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the policies of Atlassian regarding stock transactions. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K.
Forward Looking Statements
This Current Report on Form 8-K and the accompanying exhibit contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. In some cases, you can identify these statements by forward-looking words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “should,” “estimate,” or “continue,” and similar expressions or variations, but these words are not the exclusive means for identifying such statements. All statements other than statements of historical fact could be deemed forward looking, including risks and uncertainties related to, but not limited to, statements about Mr. Cannon-Brookes’ and Mr. Farquhar’s intents regarding their respective stock trading plans, and certain assumptions regarding share issuances or repurchases by the Company during the trading plan period. We undertake no obligation to update any forward-looking statements made in or incorporated by reference into this Current Report on Form 8-K to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect new information or the occurrence of unanticipated events, except as required by law. The achievement or success of the matters covered by such forward-looking statements involves known and unknown risks, uncertainties and assumptions. Risks include, but are not limited to, those risks described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Company’s Form 10-Q for the fiscal quarter ended March 31, 2023 and in other filings the Company makes with the SEC from time to time, which could cause actual results to vary from expectations. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, actual results could differ materially from the results expressed or implied by the forward-looking statements made. You should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent the Company’s beliefs and assumptions only as of the date such statements are made.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
| 99.1* | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATLASSIAN CORPORATION | |||||||||||||||||||||||||||||||||||||||||||||||
Date: | May 26, 2023 | By: | /s/ Stan Shepard | ||||||||||||||||||||||||||||||||||||||||||||
Stan Shepard | |||||||||||||||||||||||||||||||||||||||||||||||
General Counsel | |||||||||||||||||||||||||||||||||||||||||||||||
Atlassian Co-CEOs Adopt New 10b5-1 Trading Plans
TEAM, Anywhere/SAN FRANCISCO (May 26, 2023) — Atlassian Corporation (NASDAQ: TEAM), a leading provider of team collaboration and productivity software, today announced that Scott Farquhar and Mike Cannon-Brookes, co-CEOs, co-founders and directors of Atlassian, each adopted a new stock trading plan in February 2023 in accordance with guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended, and the policies of Atlassian regarding stock transactions.
These pre-arranged trading plans were adopted in order to allow Mr. Farquhar and Mr. Cannon-Brookes to sell a portion of their Atlassian stock over time as part of their long-term strategies for individual asset diversification and liquidity. The percentage of shares that will be sold in these trading plans are consistent with the percentage of shares sold in previous trading plans adopted by Mr. Farquhar and Mr. Cannon-Brookes each year since Atlassian's December 2015 initial public offering. Using these new trading plans, Mr. Farquhar and Mr. Cannon-Brookes will spread their stock trades out over a period of a year from the time their current trading plans expire in June 2023 to reduce market impact on any given day. All sales of shares under Mr. Farquhar’s and Mr. Cannon-Brookes’ trading plans are subject to volume limitations, pursuant to Rule 144, which limits the amount of shares that can be sold in any three-month period.
In the aggregate, Mr. Farquhar and Mr. Cannon-Brookes currently hold approximately 105.12 million shares of Class B Common Stock and 383,560 shares of Class A Common Stock, which represent approximately 40.92% of Atlassian’s outstanding Class B and Class A Common Stock, taken together, and approximately 87.35% of the voting power. Under the terms of the new trading plans, Mr. Farquhar and Mr. Cannon-Brookes each intends to sell up to approximately 2.08 million shares of Class B Common Stock (with such shares converting into Class A Common Stock prior to sale). If Mr. Farquhar and Mr. Cannon-Brookes complete all the planned sales under their current and new trading plans, they would continue to collectively own approximately 101.25 million shares of Class B Common Stock, which would represent approximately 39.27% of Atlassian’s outstanding Class B and Class A Common Stock, taken together, and approximately 86.61% of the voting power (assuming no other issuances, repurchases, sales or conversions of Atlassian’s capital stock occur). Each share of Class B Common Stock is entitled to ten votes and each share of Class A Common Stock is entitled to one vote.
About Atlassian
Atlassian unleashes the potential of every team. Our agile & DevOps IT service management and work management software helps teams organize, discuss, and complete shared work. The majority of the Fortune 500 and over 250,000 companies of all sizes worldwide – including NASA, Kiva, Deutsche Bank and Salesforce – rely on our solutions to help their teams work better together and deliver quality results on time. Learn more about our products, including Jira Software, Confluence, Jira Service Management, Trello, Bitbucket, and Jira Align at https://atlassian.com.
Investor Relations Contact
Martin Lam
IR@atlassian.com
Media Contact
Marie-Claire Maple
press@atlassian.com