FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Samsara Inc. [ IOT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/20/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 03/20/2024 | J(1) | 3,943,716 | D | $0 | 0 | I | Directly held by GC Venture VIII, LLC(2)(3)(4) | ||
Class A Common Stock | 03/20/2024 | J(5) | V | 600,225 | A | $0.00 | 600,225 | I | Directly held by GC Venture VIII Manager, LLC(2)(3)(4) | |
Class A Common Stock | 03/22/2024 | J(6) | 600,225 | D | $0.00 | 0 | I | Directly held by GC Venture VIII Manager, LLC(2)(3)(4) | ||
Class A Common Stock | 03/22/2024 | J(7) | V | 68,904 | A | $0.00 | 68,904 | I | Directly held by GCGM Investment Holdings, LP(2)(3)(4) | |
Class A Common Stock | 670,672 | I | Directly held by the Hemant Taneja and Jessica Schantz Taneja Revocable Trust, dated 4/19/12(8) | |||||||
Class A Common Stock | 47,826 | I | Directly held by the Taneja Heritage Trust | |||||||
Class A Common Stock | 2,000,000 | I | Directly held by General Catalyst Group XI - Endurance, L.P.(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | $0.00 | (10) | (10) | Class A Common Stock | 11,187,815 | 11,187,815 | I | Directly held by General Catalyst Group VIII, L.P. | |||||||
Class B Common Stock | $0.00 | (10) | (10) | Class A Common Stock | 8,588,813 | 8,588,813 | I | Directly held by GC Venture VIII-B, LLC | |||||||
Class B Common Stock | $0.00 | (10) | (10) | Class A Common Stock | 4,520,428 | 4,520,428 | I | Directly held by General Catalyst Group X - Endurance, L.P. |
Explanation of Responses: |
1. Effective March 20, 2024, GC Venture VIII, LLC ("GCVVIII"), a venture capital partnership, distributed in-kind on a pro-rata basis, without consideration, a total of 3,943,716 shares of Class A Common Stock of the Issuer to its general and limited partners. |
2. General Catalyst Group Management Holdings GP, LLC ("GCGMH LLC") is the general partner of GCGM Investment Holdings, LP ("GCGM IH") and General Catalyst Group Management Holdings, L.P. ("GCGMH"), which is the manager of General Catalyst Group Management, LLC ("GCGM LLC"), which is (a) the manager of GC Venture VIII Manager, LLC ("GCVVIII Manager"), which is the manager of GCVVIII, (b) the manager of GC Venture VIII-B Manager, LLC, which is the manager of GC Venture VIII-B, LLC ("GCVVIIIB"), (c) the manager of General Catalyst GP VIII, LLC ("GCGPVIII"), which is the general partner of General Catalyst Partners VIII, L.P. ("GCPVIII"), which is the general partner of General Catalyst Group VIII, L.P. ("GCGVIII"), |
3. (Continued from Footnote 2) GCSE VIII, L.P. ("GCSE") and (d) the manager of General Catalyst GP X - Growth Venture, LLC, which is the general partner of General Catalyst Partners X - Growth Venture, L.P., which is the general partner of General Catalyst Group X - Endurance, L.P. ("GCGXE"). |
4. (Continued from Footnote 3) The Reporting Person is a managing member of GCGMH LLC and a director of the Issuer. Each party named above disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
5. Represents shares previously reported as held through GCVVIII. |
6. Effective March 22, 2024, GCVVIII Manager, a venture capital partnership, distributed in-kind on a pro-rata basis, without consideration, a total of 600,225 shares of Class A Common Stock of the Issuer to its general and limited partners. |
7. Represents shares previously reported as held through GCVVIII Manager. |
8. Includes 77,644 shares of Class A Common Stock of the Issuer received as an in-kind distribution and previously reported as held through GCVVIII Manager. In prior reports, the Reporting Person reported indirect beneficial ownership of 593,028 shares of Class A Common Stock of the Issuer. |
9. GCGMH LLC is the general partner of GCGMH, which is the manager of GCGM LLC, which is the manager of General Catalyst Endurance GP XI, LLC, which is the general partner of General Catalyst Partners XI - Endurance, L.P., which is the general partner of General Catalyst Group XI - Endurance, L.P. ("GCGXIE"). The Reporting Person is a managing member of GCGMH LLC. Each party named above disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
10. The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis. |
/s/ Christopher McCain, attorney-in-fact on behalf of Hemant Taneja | 03/22/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |