CHIEF EXECUTVE OFFICER Biswas Sanjit was granted 529,732 shares, increasing direct ownership by 53% to 1,529,360 units (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). | |||||||||||||||||
| 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) 04/03/2025 | ||||||||||||||||||||||||||
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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 | 04/03/2025 | A | 529,732(1) | A | $0 | 1,529,360 | D | |||
| Class A Common Stock | 1,366,789 | I | See footnote(2) | |||||||
| Class A Common Stock | 114,000 | I | See footnote(3) | |||||||
| Class A Common Stock | 513,000 | I | See footnote(4) | |||||||
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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 | (5) | (5) | Class A Common Stock | 76,932,651 | 76,932,651(6)(7) | I | See footnote(8) | |||||||
| Class B Common Stock | $0 | (5) | (5) | Class A Common Stock | 3,931,438 | 3,931,438(9) | I | See footnote(3) | |||||||
| Class B Common Stock | $0 | (5) | (5) | Class A Common Stock | 16,727,416 | 16,727,416(10) | I | See footnote(4) | |||||||
| Class B Common Stock | $0 | (5) | (5) | Class A Common Stock | 1,286,597 | 1,286,597 | I | See footnote(11) | |||||||
| Class B Common Stock | $0 | (5) | (5) | Class A Common Stock | 126,709 | 126,709 | I | See footnote(12) | |||||||
| Class B Common Stock | $0 | (5) | (5) | Class A Common Stock | 126,709 | 126,709 | I | See footnote(13) | |||||||
| Class B Common Stock | $0 | (5) | (5) | Class B Common Stock | 474,833 | 474,833 | I | See footnote(14) | |||||||
| Class B Common Stock | $0 | (5) | (5) | Class B Common Stock | 474,833 | 474,833 | I | See footnote(15) | |||||||
| Explanation of Responses: |
| 1. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock. One-sixteenth of the RSUs shall vest on June 10, 2025 and each quarterly vesting date thereafter, subject to the Reporting Person continuing as a service provider through each such date. |
| 2. Consists of shares held 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"). |
| 3. 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 (the "Biswas Trust I"). |
| 4. 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 (the "Biswas Trust II"). |
| 5. 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. |
| 6. The number of shares held reflects the transfer, on March 28, 2025, of (i) 156,467 shares of Class B Common Stock from the Biswas Family Trust to the Biswas Trust I, (ii) 157,693 shares of Class B Common Stock from 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 (the "SB 2023 Annuity Trust"), to the Biswas Family Trust, (iii) 157,693 shares of Class B Common Stock from HB, Trustee of The HB 2023 Annuity Trust u/a/d 1/16/2023, over which the Reporting Person has voting or investment power (the "HB 2023 Annuity Trust"), to the Biswas Family Trust, (iv) 474,833 shares of Class B Common Stock from the Biswas Family Trust to 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 (the "SB 2025 Annuity Trust"), |
| 7. (continuation from footnote (6)) and (v) 474,833 shares of Class B Common Stock from the Biswas Family Trust to HB, Trustee of the HB 2025 Annuity Trust u/a/d 3/25/2025, over which the Reporting Person has voting or investment power (the "HB 2025 Annuity Trust"). |
| 8. Consists of shares held by the Biswas Family Trust. |
| 9. The number of shares held reflects the transfer, on March 28, 2025, of 156,467 shares of Class B Common Stock from the the Biswas Family Trust to the Biswas Trust I. |
| 10. The number of shares held reflects the transfer, on March 28, 2025, of (i) 505,926 shares of Class B Common Stock from the SB 2023 Annuity Trust to the Biswas Trust II, and (i) 505,926 shares of Class B Common Stock from the HB 2023 Annuity Trust to the Biswas Trust II. |
| 11. Consists of shares held by the Reporting Person's spouse. |
| 12. Consists of shares held by the SB 2024 Annuity Trust. |
| 13. Consists of shares held by the HB 2024 Annuity Trust. |
| 14. Consists of shared held by the SB 2025 Annuity Trust. |
| 15. Consists of shared held by the HB 2025 Annuity Trust. |
| /s/ Adam Eltoukhy, attorney-in-fact on behalf of Sanjit Biswas | 04/07/2025 | |
| ** 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. | ||