| 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) 03/22/2024 | ||||||||||||||||||||||||||
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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 | 03/22/2024 | S | 68,904 | D | $36.98(1) | 0 | D(2)(3)(4) | |||
| Class A Common Stock | 2,000,000 | I | Directly held by General Catalyst Group XI - Endurance, L.P.(5) | |||||||
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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 | (6) | (6) | 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 | (6) | (6) | 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 | (6) | (6) | Class A Common Stock | 4,520,428 | 4,520,428 | I | Directly held by General Catalyst Group X - Endurance, L.P. | |||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.64 to $37.17, inclusive. The Reporting Persons undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote of this Form 4. |
| 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 GC Venture VIII, LLC ("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) Each party named above disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 5. 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"). Each party named above disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 6. 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. |
| GCGM Investment Holdings, LP, By: General Catalyst Group Management Holdings GP, LLC, its General Partner, By: Christopher McCain | 03/26/2024 | |
| General Catalyst Group VIII, LP, By: General Catalyst Partners VIII, L.P., Its General Partner, By: General Catalyst GP VIII, LLC, Its General Partner; By: Christopher McCain | 03/26/2024 | |
| GC Venture VIII-B, LLC, By: GC Venture VIII-B Manager, LLC, Its Manager, By: General Catalyst Group Management, LLC, Its Manager; By: Christopher McCain | 03/26/2024 | |
| General Catalyst Group X - Endurance, L.P., By: General Partner for General Catalyst Partners X - Growth Venture, L.P., By: General Catalyst GP X - Growth Venture, LLC, its General Partner, By: /s/ Christopher McCain | 03/26/2024 | |
| General Catalyst Group XI - Endurance, L.P., By: General Partner for General Catalyst Partners XI - Endurance, L.P., By: General Catalyst Endurance GP XI, LLC, its General Partner, By: /s/ Christopher McCain | 03/26/2024 | |
| ** 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. | ||