SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Biswas Sanjit

(Last)

(First)

(Middle)

C/O SAMSARA INC., 350 RHODE ISLAND ST.

4TH FLOOR, SOUTH BUILDING

(Street)

SAN FRANCISCO

94103

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock⁽¹⁾	⁽²⁾	06/15/2022		M			126,628	⁽³⁾	⁽³⁾	Class B Common Stock	126,628	$0.00	1,181,862	D
Class B Common Stock	$0.00	06/15/2022		M		126,628		⁽³⁾	⁽³⁾	Class A Common Stock	126,628	$0.00	2,130,824	D
Class B Common Stock	$0.00							⁽³⁾	⁽³⁾	Class A Common Stock	84,962,664		84,962,664	I	See footnote⁽⁴⁾
Class B Common Stock	$0.00							⁽³⁾	⁽³⁾	Class A Common Stock	4,155,371		4,155,371	I	See footnote⁽⁵⁾
Class B Common Stock	$0.00							⁽³⁾	⁽³⁾	Class A Common Stock	15,591,942		15,591,942	I	See footnote⁽⁶⁾
Class B Common Stock	$0.00							⁽³⁾	⁽³⁾	Class A Common stock	1,650,439		1,650,439	I	See footnote⁽⁷⁾
Class B Common Stock	$0.00							⁽³⁾	⁽³⁾	Class A Common Stock	1,283,986		1,283,986	I	See footnote⁽⁸⁾
Class B Common Stock	$0.00							⁽³⁾	⁽³⁾	Class A Common Stock	1,650,439		1,650,439	I	See footnote⁽⁹⁾
Class B Common Stock	$0.00							⁽³⁾	⁽³⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽¹⁰⁾
Class B Common Stock	$0.00							⁽³⁾	⁽³⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽¹¹⁾
Class B Common Stock	$0.00							⁽³⁾	⁽³⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽¹²⁾
Class B Common Stock	$0.00							⁽³⁾	⁽³⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽¹³⁾
Class B Common Stock	$0.00							⁽³⁾	⁽³⁾	Class A Common Stock	1,286,597		1,286,597	I	See footnote⁽¹⁴⁾

Explanation of Responses:

1. The reported shares represent RSUs, of which 126,628 shares vested on June 15, 2022 and the remaining shares vest in quarterly installments through December 15, 2024.

2. Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.

3. 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.

4. Consists of shares held by SB and HB, Co-Trustees of the Biswas Family Trust u/a/d 7/13/2012, over which Mr. Biswas has voting or investment power.

5. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.

6. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust II u/a/d 10/14/2021, over which Mr. Biswas has voting or investment power.

7. Consists of shares held by HB, Trustee of The HB 2020 Annuity Trust u/a/d 12/2/2020, over which Mr. Biswas has voting or investment power. On April 12, 2022, the Reporting Person transferred shares to SB and HB, Co-Trustees of the Biswas Family Trust u/a/d 7/13/2012. Such transfer did not represent a change in beneficial ownership.

8. Consists of shares held by SB and HB, Co-Trustees of the Biswas Family Trust u/a/d 7/13/2012, over which Mr. Biswas has voting or investment power. On April 12, 2022, the Reporting Person received shares from transfers from (a) HB, Trustee of The HB 2020 Annuity Trust u/a/d 12/2/2020 and (b) Sanjit Biswas, Trustee of The Sanjit Biswas 2020 Annuity Trust u/a/d 12/2/2020. Such transfers did not represent a change in beneficial ownership.

9. Consists of shares held by Sanjit Biswas, Trustee of The Sanjit Biswas 2020 Annuity Trust u/a/d 12/2/2020, over which Mr. Biswas has voting or investment power. On April 12, 2022, the Reporting Person transferred shares to SB and HB, Co-Trustees of the Biswas Family Trust u/a/d 7/13/2012. Such transfer did not represent a change in beneficial ownership.

10. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.

11. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A fbo REB u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.

12. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A fbo NAmB u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.

13. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A fbo NAlB u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.

14. Consists of shares held by Mr. Biswas' spouse.

Remarks:

	/s/ Adam Eltoukhy, attorney-in-fact on behalf of Sanjit Biswas	06/17/2022
	** 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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