0001415889-24-011628.txt : 20240426 0001415889-24-011628.hdr.sgml : 20240426 20240426210047 ACCESSION NUMBER: 0001415889-24-011628 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240424 FILED AS OF DATE: 20240426 DATE AS OF CHANGE: 20240426 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMPSON JOHN WENDELL CENTRAL INDEX KEY: 0001207433 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42028 FILM NUMBER: 24886197 MAIL ADDRESS: STREET 1: C/O MICROSOFT CORPORATION STREET 2: ONE MICROSOFT WAY CITY: REDMOND STATE: WA ZIP: 98053 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rubrik, Inc. CENTRAL INDEX KEY: 0001943896 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 464560494 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 3495 DEER CREEK ROAD CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 8444782745 MAIL ADDRESS: STREET 1: 3495 DEER CREEK ROAD CITY: PALO ALTO STATE: CA ZIP: 94304 4 1 form4-04272024_010440.xml X0508 4 2024-04-24 0001943896 Rubrik, Inc. RBRK 0001207433 THOMPSON JOHN WENDELL C/O RUBRIK INC. 3495 DEER CREEK ROAD PALO ALTO CA 94304 true false false false 0 Restricted Stock Units 2024-04-24 4 A 0 75000 0 A 2027-08-13 Class B Common Stock 75000 75000 D Restricted Stock Units 2024-04-24 4 A 0 50000 0 A 2029-11-28 Class B Common Stock 50000 50000 D Restricted Stock Units 2024-04-24 4 A 0 25000 0 A 2029-11-28 Class B Common Stock 25000 25000 D Restricted Stock Units 2024-04-25 4 M 0 75000 0 D 2027-08-13 Class B Common Stock 75000 0 D Restricted Stock Units 2024-04-25 4 M 0 16666 0 D 2029-11-28 Class B Common Stock 16666 33334 D Restricted Stock Units 2024-04-25 4 M 0 8333 0 D 2029-11-28 Class B Common Stock 8333 16667 D Class B Common Stock 2024-04-25 4 M 0 99999 A Class A Common Stock 99999 99999 D Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Class B Common Stock. The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/8 of the shares subject to the RSU vested on December 15, 2020, and 1/8 of the shares subject to the RSU vest every quarter thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/3 of the shares subject to the RSU vested on December 15, 2023, and 1/3 of the shares subject to the RSU vest every year thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/3 of the shares subject to the RSU vested on December 15, 2023, and 1/3 of the shares subject to the RSU vest every year thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person's continued service as Lead Independent Director of the Issuer's board of directors. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. /s/ Anne-Kathrin Lalendran, Attorney-in-Fact 2024-04-26