SEC Form 4
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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
GC Venture VIII-B, LLC

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD, 4TH FLOOR

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Samsara Inc. [ IOT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 09/16/2024 C 3,000,000 A $0.00 3,000,000 D(1)(2)(3)(4)
Class A Common Stock 2,000,000 I Directly held by General Catalyst Group XI - Endurance, L.P.(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 09/16/2024 C 3,000,000 (6) (6) Class A Common Stock 3,000,000 $0.00 5,588,813 D
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 4,520,428 4,520,428 I Directly held by General Catalyst Group X - Endurance, L.P.
1. Name and Address of Reporting Person*
GC Venture VIII-B, LLC

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD, 4TH FLOOR

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
General Catalyst Group VIII, L.P.

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR,

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
General Catalyst Group X - Endurance, L.P.

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR,

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
General Catalyst Group XI - Endurance, L.P.

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR,

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. General Catalyst Group Management Holdings GP, LLC ("GCGMH LLC") is the general partner of 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-B Manager, LLC, which is the manager of GC Venture VIII-B, LLC ("GCVVIIIB"), (b) 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"),
2. (Continued from Footnote 1) GCSE VIII, L.P. ("GCSE") and (c) 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").
3. (Continued from Footnote 2) Each party named above disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
4. Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, GCVVIIIB, a venture capital partnership, plans to distribute in-kind on a pro-rata basis, without consideration, a total of 2,999,802 shares of Class A Common Stock of the Issuer to its general and limited partners.
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.
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: /s/ Christopher McCain 09/16/2024
GC Venture VIII-B, LLC, By: GC Venture VIII-B Manager, LLC, Its Manager, By: General Catalyst Group Management, LLC, Its Manager; By: /s/ Christopher McCain 09/16/2024
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 09/16/2024
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 09/16/2024
** 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).
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