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                              September 19, 2023

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

                                                        Re: Rubrik, Inc.
                                                            Amendment No. 4 to
Draft Registration Statement on Form S-1
                                                            Submitted September
5, 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.

       Amendment No. 4 to Draft Registration Statement on Form S-1

       Capitalization, page 74

   1.                                                   We note your disclosure
that you intend to use a portion of the net proceeds you receive
                                                        from this offering to
repay the outstanding balance of your term credit facility. In this
                                                        regard, please revise
your pro forma assumptions to give effect to use a portion of the net
                                                        proceeds to pay down of
your term credit facility.
       Business, page 124

   2.                                                   Please disclose the
basis for the following statement that your       commercial offerings
                                                        are accompanied by an
award-winning customer support experience."
 Peter McGoff
Rubrik, Inc.
September 19, 2023
Page 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,
FirstName LastNamePeter McGoff
                                                           Division of
Corporation Finance
Comapany NameRubrik, Inc.
                                                           Office of Technology
September 19, 2023 Page 2
cc:       Jon Avina
FirstName LastName