CHIEF EXECUTVE OFFICER Biswas Sanjit sold $6,333,119 worth of shares (160,000 units at $39.58) and converted options into 419,064 shares (SEC Form 4)
$IOT
EDP Services
Technology
| 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). | |||||||||||||||||
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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) 06/24/2025 | ||||||||||||||||||||||||||
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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 | 06/24/2025 | S(1) | 123,131 | D | $39.6095(2) | 817,707(3) | I | See footnote(4) | ||
| Class A Common Stock | 06/24/2025 | S(1) | 3,869 | D | $40.0564(5) | 813,838 | I | See footnote(4) | ||
| Class A Common Stock | 06/24/2025 | S(6) | 6,000 | D | $39.2961(7) | 78,000 | I | See footnote(8) | ||
| Class A Common Stock | 06/24/2025 | S(6) | 27,000 | D | $39.4521(9) | 351,000 | I | See footnote(10) | ||
| Class A Common Stock | 06/25/2025 | C | 419,064 | A | $0 | 1,232,902 | I | See footnote(4) | ||
| Class A Common Stock | 1,320,311(3)(11) | D | ||||||||
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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 | 06/25/2025 | C | 419,064 | (12) | (12) | Class A Common Stock | 419,064 | $0 | 76,513,587 | I | See footnote(4) | |||
| Class B Common Stock | $0 | (12) | (12) | Class A Common Stock | 3,931,438 | 3,931,438 | I | See footnote(8) | |||||||
| Class B Common Stock | $0 | (12) | (12) | Class A Common Stock | 16,727,416 | 16,727,416 | I | See footnote(10) | |||||||
| Class B Common Stock | $0 | (12) | (12) | Class A Common Stock | 1,286,597 | 1,286,597 | I | See footnote(13) | |||||||
| Class B Common Stock | $0 | (12) | (12) | Class A Common Stock | 126,709 | 126,709 | I | See footnote(14) | |||||||
| Class B Common Stock | $0 | (12) | (12) | Class A Common Stock | 126,709 | 126,709 | I | See footnote(15) | |||||||
| Class B Common Stock | $0 | (12) | (12) | Class A Common Stock | 474,833 | 474,833 | I | See footnote(16) | |||||||
| Class B Common Stock | $0 | (12) | (12) | Class A Common Stock | 474,833 | 474,833 | I | See footnote(17) | |||||||
| Explanation of Responses: |
| 1. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on September 30, 2024 by 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. 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 $39.04 to $40.035, 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 ranges set forth herein. |
| 3. The number of shares held reflects the transfer of 209,049 shares of Class A Common Stock from the Reporting Person to the Biswas Family Trust. |
| 4. Consists of shares held by the Biswas Family Trust. |
| 5. 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 $40.04 to $40.085, 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 ranges set forth herein. |
| 6. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on September 30, 2024 by Jordan Park Trust Company LLC, Trustee, by Courtney J. Maloney as Trust Officer. |
| 7. 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 $39.06 to $39.80, 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 ranges set forth herein. |
| 8. 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. |
| 9. 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 $39.04 to $39.96, 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 ranges set forth herein. |
| 10. 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. |
| 11. 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. |
| 12. 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. |
| 13. Consists of shares held by the Reporting Person's spouse. |
| 14. 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. |
| 15. 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. |
| 16. Consists of shares held by Sanjit Biswas, Trustee of the Sanjit Biswas 2025 Annuity Trust u/a/d 3/25/2025, over which the Reporting Person has voting or investment power. |
| 17. Consists of shares held by HB, Trustee of the HB 2025 Annuity Trust u/a/d 3/25/2025, over which the Reporting Person has voting or investment power. |
| /s/ Adam Eltoukhy, attorney-in-fact on behalf of Sanjit Biswas | 06/26/2025 | |
| ** 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. | ||