Form 4: Atlassian Co-Founder Michael Cannon-Brookes Converts Class B Shares for Planned Sales

Atlassian Co-Founder and CEO Michael Cannon-Brookes converted 114,975 Class B shares into Class A common stock on June 6, 2025, as part of a pre-arranged Rule 10b5-1 trading plan.

Summary

• Michael Cannon-Brookes, Atlassian's Co-Founder, CEO, Director, and 10% owner, reported a change in beneficial ownership.
• On June 6, 2025, he converted 114,975 shares of Class B Common Stock into Class A Common Stock.
• This conversion was executed in connection with planned sales under a Rule 10b5-1 trading plan adopted on February 20, 2025.
• The shares are indirectly held by CBC Co Pty Limited as trustee for the Cannon-Brookes Head Trust.
• Each Class B share is convertible into Class A on a one-to-one basis at the reporting person's election and has no expiration date.
• Following this transaction, Michael Cannon-Brookes beneficially owns 114,975 Class A Common Stock and 48,515,493 Class B Common Stock indirectly.

Sentiment

Score: 5

Explanation: The document reports a routine insider transaction (conversion for pre-planned sales) which is neither overtly positive nor negative for the company's operational or financial health. It's a standard liquidity management action by an executive.

Positives

• The adoption of a Rule 10b5-1 trading plan on February 20, 2025, demonstrates a commitment to transparent and pre-scheduled insider trading, mitigating concerns about opportunistic sales.

Negatives

• The conversion of Class B shares to Class A is in preparation for sales, which, while pre-planned, represents a reduction in the insider's direct beneficial ownership of the company's publicly traded stock.

Future Outlook

The document indicates future sales of Class A Common Stock will be effected pursuant to the Rule 10b5-1 trading plan.

Management Comments

• "Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person in connection with sales to be effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 20, 2025."

Industry Context

This is a standard insider transaction for a publicly traded technology company, particularly common among founders and executives who hold significant equity. Dual-class share structures, where Class B shares often carry enhanced voting rights and are convertible to Class A, are prevalent in the tech sector to maintain founder control.

Related Party Transactions

• The shares involved in the transaction are indirectly held by CBC Co Pty Limited as trustee for the Cannon-Brookes Head Trust, which is a related party structure to the reporting person, Michael Cannon-Brookes.

Stakeholder Impact

• Shareholders may note the insider's planned sales, but the existence of a Rule 10b5-1 plan typically mitigates concerns about opportunistic selling, indicating a pre-scheduled and transparent approach to liquidity management.

Next Steps

• The actual sales of Class A Common Stock by Michael Cannon-Brookes under the Rule 10b5-1 trading plan are expected to occur.

Key Dates

Recommendation

Keywords

Atlassian, TEAM, SEC Form 4, insider trading, beneficial ownership, Michael Cannon-Brookes, 10b5-1 plan, stock conversion, Class A Common Stock, Class B Common Stock