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.

1 DE HARO STREET

(Street)

SAN FRANCISCO

94107

(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)
06/17/2024

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)
Class A Common Stock	06/17/2024		C		126,628	A	$0	1,564,432⁽¹⁾⁽²⁾	D
Class A Common Stock	06/20/2024		S⁽³⁾		95,880	D	$29.4678⁽⁴⁾	1,562,419⁽¹⁾	I	See footnote⁽⁵⁾
Class A Common Stock	06/20/2024		S⁽³⁾		120	D	$30.1858⁽⁶⁾	1,562,299	I	See footnote⁽⁵⁾
Class A Common Stock								134,400	I	See footnote⁽⁷⁾
Class A Common Stock								537,600	I	See footnote⁽⁸⁾

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⁽⁹⁾	⁽¹⁰⁾	06/17/2024		M			126,628	⁽¹¹⁾	⁽¹¹⁾	Class B Common Stock	126,628	$0	168,838	D
Class B Common Stock	$0	06/17/2024		M		126,628		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	126,628	$0	126,628	D
Class B Common Stock	$0	06/17/2024		C			126,628	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	126,628	$0	0	D
Class B Common Stock	$0							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	80,362,469		80,362,469	I	See footnote⁽⁵⁾
Class B Common Stock	$0							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	3,905,771		3,905,771	I	See footnote⁽⁷⁾
Class B Common Stock	$0							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	16,313,764		16,313,764	I	See footnote⁽⁸⁾
Class B Common Stock	$0							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	663,619		663,619	I	See footnote⁽¹²⁾
Class B Common Stock	$0							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽¹³⁾
Class B Common Stock	$0							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽¹⁴⁾
Class B Common Stock	$0							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽¹⁵⁾
Class B Common Stock	$0							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽¹⁶⁾
Class B Common Stock	$0							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	1,286,597		1,286,597	I	See footnote⁽¹⁷⁾
Class B Common Stock	$0							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	663,619		663,619	I	See footnote⁽¹⁸⁾
Class B Common Stock	$0							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	126,709		126,709	I	See footnote⁽¹⁹⁾
Class B Common Stock	$0							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	126,709		126,709	I	See footnote⁽²⁰⁾

Explanation of Responses:

1. The number of shares held reflects the transfer of 265,587 shares of Class A Common Stock from the Reporting Person to SB and HB, Co-Trustees of the Biswas Family Trust u/a/d 7/13/2012, over which the Reporting Person has voting or investment power (the "Biswas Family Trust").

2. 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.

3. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on September 29, 2023 by the Biswas Family Trust.

4. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $29.10 to $30.09, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

5. Consists of shares held by the Biswas Family Trust.

6. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $30.185 to $30.19, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

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

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

9. The reported shares represent RSUs, of which 126,628 shares vested on June 17, 2024 and the remaining shares vest in quarterly installments through December 15, 2024.

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

11. 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.

12. Consists of shares held by Sanjit Biswas, Trustee of the Sanjit Biswas 2023 Annuity Trust u/a/d 1/16/2023, over which the Reporting Person has voting or investment power.

13. 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 the Reporting Person has voting or investment power.

14. 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 the Reporting Person has voting or investment power.

15. 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 the Reporting Person has voting or investment power.

16. 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 the Reporting Person has voting or investment power.

17. Consists of shares held by the Reporting Person's spouse.

18. Consists of shares held by HB, Trustee of the HB 2023 Annuity Trust u/a/d 1/16/2023, over which the Reporting Person has voting or investment power.

19. Consists of shares held by Sanjit Biswas, Trustee of the Sanjit Biswas 2024 Annuity Trust u/a/d 3/22/2024, over which the Reporting Person has voting or investment power.

20. Consists of shares held by HB, Trustee of the HB 2024 Annuity Trust u/a/d 3/22/2024, over which the Reporting Person has voting or investment power.

	/s/ Adam Eltoukhy, attorney-in-fact on behalf of Sanjit Biswas	06/20/2024
	** 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).
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