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                     June 20, 2023

       Peter McGoff
       Chief Legal Officer
       Rubrik, Inc.
       3495 Deer Creek Road
       Palo Alto, California 94304

                                                        Re: Rubrik, Inc.
                                                            Amendment No. 3 to
Draft Registration Statement on Form S-1
                                                            Submitted June 2,
2023
                                                            CIK No. 0001943896

       Dear Peter McGoff:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.
 Peter McGoff
FirstName
Rubrik, Inc.LastNamePeter McGoff
Comapany
June        NameRubrik, Inc.
     20, 2023
June 20,
Page  2 2023 Page 2
FirstName LastName
Amendment No. 3 to Draft Registration Statement on Form S-1

Summary of Significant Accounting Policies
Revenue recognition
Judgments, page F-10

1.       We note your revised disclosure in response to prior comment 16 in our
letter dated
         November 10, 2022. Please clarify whether the offering of "the
subscription credits for
         RSC to qualified customers with Refresh Rights in exchange for
relinquishing their
         existing rights to next-generation Rubrik-branded Appliances at no
cost" qualifies as a
         contract modification. You also disclose that "The subscription
credits resulted in a
         significant increase in the value of the existing material rights". We
refer you to ASC
         606-10-25-10. Please provide your accounting analysis with citations
to accounting
         literature that supports your conclusion. In addition, tell us what
consideration you gave to
         disclosing the impact of the subscription credits. We refer you to ASC
606-10-50-10(b).
Note 10. Stockholders Deficit and Common Stock, page F-26

2.       Please tell us and disclose, if material, whether any equity-based
awards, including grants
         of options to purchase stock and restricted stock units, have been
issued subsequent to
         year ended January 31, 2023. If so, compare the valuation used for
those issuance to the
         estimated price range of this offering. We also refer you to ASC
260-10-50-2.
        You may contact Becky Chow, Senior Staff Accountant, at 202-551-6524 or
Stephen
Krikorian, Senior Staff Accountant, at 202-551-3488 if you have questions
regarding comments
on the financial statements and related matters. Please contact Mariam
Mansaray, Staff Attorney,
at 202-551-6356 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Jon Avina