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*
(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) 09/18/2024 | ||||||||||||||||||||||||||
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 | 09/18/2024 | C | 377,777 | A | $0 | 1,525,397 | I | See footnote(1) | ||
Class A Common Stock | 09/18/2024 | G | 377,777 | D | $0 | 1,147,620 | I | See footnote(2) | ||
Class A Common Stock | 359,780(3) | D | ||||||||
Class A Common Stock | 76,800 | I | See footnote(4) | |||||||
Class A Common Stock | 307,200 | I | See footnote(5) |
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 | 09/18/2024 | C | 377,777 | (6) | (6) | Class A Common Stock | 377,777 | $0 | 78,352,224 | I | See footnote(2) | |||
Class B Common Stock | $0 | (6) | (6) | Class A Common Stock | 1,283,986 | 1,283,986 | I | See footnote(7) | |||||||
Class B Common Stock | $0 | (6) | (6) | Class A Common Stock | 663,619 | 663,619 | I | See footnote(8) | |||||||
Class B Common Stock | $0 | (6) | (6) | Class A Common Stock | 16,313,764 | 16,313,764 | I | See footnote(5) | |||||||
Class B Common Stock | $0 | (6) | (6) | Class A Common Stock | 663,619 | 663,619 | I | See footnote(9) | |||||||
Class B Common Stock | $0 | (6) | (6) | Class A Common Stock | 1,286,597 | 1,286,597 | I | See footnote(10) | |||||||
Class B Common Stock | $0 | (6) | (6) | Class A Common Stock | 4,217,164 | 4,217,164 | I | See footnote(4) | |||||||
Class B Common Stock | $0 | (6) | (6) | Class A Common Stock | 250,000 | 250,000 | I | See footnote(11) | |||||||
Class B Common Stock | $0 | (6) | (6) | Class A Common Stock | 250,000 | 250,000 | I | See footnote(12) | |||||||
Class B Common Stock | $0 | (6) | (6) | Class A Common Stock | 250,000 | 250,000 | I | See footnote(13) | |||||||
Class B Common Stock | $0 | (6) | (6) | Class A Common Stock | 126,709 | 126,709 | I | See footnote(14) | |||||||
Class B Common Stock | $0 | (6) | (6) | Class A Common Stock | 126,709 | 126,709 | I | See footnote(15) | |||||||
Class B Common Stock(16) | (17) | (6) | (6) | Class B Common Stock | 50,855 | 50,855 | D |
Explanation of Responses: |
1. Consists of shares held by John C. Bicket, Trustee of the John C. Bicket Revocable Trust u/a/d 2/15/2013, over which the Reporting Person has voting or investment power (the "Bicket Revocable Trust"). |
2. Consists of shares held by the Bicket Revocable Trust. |
3. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU. |
4. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust I u/a/d 11/10/2021, over which the Reporting Person has voting or investment power. |
5. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust II u/a/d 10/8/2021, over which the Reporting Person has voting or investment power. |
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. |
7. Consists of shares held by John C. Bicket and CBD, Co-Trustees of the Bicket-Dobson Revocable Trust u/a/d 12/23/20, over which the Reporting Person has voting or investment power. |
8. Consists of shares held by John C. Bicket, Trustee of the John C. Bicket 2023 Annuity Trust u/a/d 1/22/2023, over which the Reporting Person has voting or investment power. |
9. Consists of shares held by CBD, Trustee of the CBD 2023 Annuity Trust u/a/d 1/22/2023, over which the Reporting Person has voting or investment power. |
10. Consists of shares held by the Reporting Person's spouse. |
11. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust I-A fbo ACDB u/a/d 11/10/2021, over which the Reporting Person has voting or investment power. |
12. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust I-A fbo JCDB u/a/d 11/10/2021, over which the Reporting Person has voting or investment power. |
13. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust I-A u/a/d 11/10/2021, over which the Reporting Person has voting or investment power. |
14. Consists of shares held by John C. Bicket, Trustee of The John C. Bicket 2024 Annuity Trust u/a/d 4/24/2024, over which the Reporting Person has voting or investment power. |
15. Consists of shares held by CBD, Trustee of the CBD 2024 Annuity Trust u/a/d 4/24/2024, over which the Reporting Person has voting or investment power. |
16. The reported shares represent RSUs which shall vest on December 15, 2024. |
17. Each RSU represents a contingent right to receive one share of Class B Common Stock. |
Remarks: |
Executive Vice President, Chief Technology Officer |
/s/ Adam Eltoukhy, attorney-in-fact on behalf of John Bicket | 09/20/2024 | |
** 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. |