Director Andreessen Marc L converted options into 16,276,565 shares, disposed of 15,773,565 shares, acquired 933,791 shares and sold $30,582,003 worth of shares (793,331 units at $38.55) (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) 09/08/2025 | ||||||||||||||||||||||||||
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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 | 09/08/2025 | C | 1,758,907 | A | $0 | 1,758,907 | I | By Andreessen Horowitz LSV Fund I, L.P.(1) | ||
| Class A Common Stock | 09/08/2025 | C | 10,949,014 | A | $0 | 10,949,014 | I | By Andreessen Horowitz Fund IV, L.P.(2) | ||
| Class A Common Stock | 09/08/2025 | C | 994,899 | A | $0 | 994,899 | I | By AH Parallel Fund IV, L.P.(3)(4) | ||
| Class A Common Stock | 09/08/2025 | C | 2,573,745 | A | $0 | 2,573,745 | I | By AH Parallel Fund V, L.P.(5) | ||
| Class A Common Stock | 09/08/2025 | J(6) | 1,255,907 | D | $0 | 503,000 | I | By Andreessen Horowitz LSV Fund I, L.P.(1) | ||
| Class A Common Stock | 09/08/2025 | J(7) | 10,949,014 | D | $0 | 0 | I | By Andreessen Horowitz Fund IV, L.P.(2) | ||
| Class A Common Stock | 09/08/2025 | J(8) | 994,899 | D | $0 | 0 | I | By AH Parallel Fund IV, L.P.(3)(4) | ||
| Class A Common Stock | 09/08/2025 | J(9) | 2,573,745 | D | $0 | 257,000 | I | By AH Parallel Fund V, L.P.(5) | ||
| Class A Common Stock | 09/08/2025 | J(10) | 33,331 | A | $0 | 33,331 | I | By a16z Capital Management, L.L.C.(11) | ||
| Class A Common Stock | 09/08/2025 | J(10) | 900,460 | A | $0 | 4,512,974 | I | By LAMA Community Trust(12) | ||
| Class A Common Stock | 09/09/2025 | S | 183,868 | D | $37.9(13) | 319,132 | I | By Andreessen Horowitz LSV Fund I, L.P.(1) | ||
| Class A Common Stock | 09/09/2025 | S | 93,944 | D | $37.9(13) | 163,056 | I | By AH Parallel Fund V, L.P.(5) | ||
| Class A Common Stock | 09/09/2025 | S | 268,420 | D | $38.78(14) | 50,712 | I | By Andreessen Horowitz LSV Fund I, L.P.(1) | ||
| Class A Common Stock | 09/09/2025 | S | 137,145 | D | $38.78(14) | 25,911 | I | By AH Parallel Fund V, L.P.(5) | ||
| Class A Common Stock | 09/09/2025 | S | 50,712 | D | $39.67(15) | 0 | I | By Andreessen Horowitz LSV Fund I, L.P.(1) | ||
| Class A Common Stock | 09/09/2025 | S | 25,911 | D | $39.67(15) | 0 | I | By AH Parallel Fund V, L.P.(5) | ||
| Class A Common Stock | 09/09/2025 | S | 11,860 | D | $37.91(16) | 21,471 | I | By a16z Capital Management, L.L.C.(11) | ||
| Class A Common Stock | 09/09/2025 | S | 18,163 | D | $38.79(17) | 3,308 | I | By a16z Capital Management, L.L.C.(11) | ||
| Class A Common Stock | 09/09/2025 | S | 3,308 | D | $39.7(18) | 0 | I | By a16z Capital Management, L.L.C.(11) | ||
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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 | (19) | 09/08/2025 | C | 1,758,907 | (19) | (19) | Class A Common Stock | 1,758,907 | $0 | 0 | I | By Andreessen Horowitz LSV Fund I, L.P.(1) | |||
| Class B Common Stock | (19) | 09/08/2025 | C | 10,949,014 | (19) | (19) | Class A Common Stock | 10,949,014 | $0 | 0 | I | By Andreessen Horowitz Fund IV, L.P.(2) | |||
| Class B Common Stock | (19) | 09/08/2025 | C | 994,899 | (19) | (19) | Class A Common Stock | 994,899 | $0 | 0 | I | By AH Parallel Fund IV, L.P.(3)(4) | |||
| Class B Common Stock | (19) | 09/08/2025 | C | 2,573,745 | (19) | (19) | Class A Common Stock | 2,573,745 | $0 | 0 | I | By AH Parallel Fund V, L.P.(5) | |||
| Explanation of Responses: |
| 1. These shares are held of record by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund I Entities. The Reporting Person and Benjamin Horowitz are the managing members of AH EP LSV I and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund I Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any. |
| 2. These shares are held of record by Andreessen Horowitz Fund IV, L.P., for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., and Andreessen Horowitz Fund IV-Q, L.P. (collectively, the "AH Fund IV Entities"). AH Equity Partners IV, L.L.C. ("AH EP IV"), the general partner of the AH Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Fund IV Entities. The Reporting Person and Benjamin Horowitz are the managing members of AH EP IV and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund IV Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund IV Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any. |
| 3. These shares are held of record by AH Parallel Fund IV, L.P., for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively, the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. |
| 4. (Continued from Footnote 3) The Reporting Person and Benjamin Horowitz are the managing members of AH EP IV Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund IV Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any. |
| 5. These shares are held of record by AH Parallel Fund V, L.P., for itself and as nominee for AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., and AH Parallel Fund V-Q, L.P. (collectively, the "AH Parallel Fund V Entities"). AH Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of the AH Parallel Fund V Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund V Entities. The Reporting Person and Benjamin Horowitz are the managing members of AH EP V Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund V Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund V Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any. |
| 6. On September 8, 2025, the AH LSV Fund I Entities distributed, for no consideration, 1,255,907 shares of the Issuer's Class A Common Stock (the "AH LSV Fund I Shares") to their limited partners and to AH EP LSV I, the general partner of the AH LSV Fund I Entities, representing each such partner's pro rata interest in such AH LSV Fund I Shares. On the same date, AH EP LSV I distributed, for no consideration, the AH LSV Fund I Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH LSV Fund I Shares. The aforementioned distributions are collectively referred to herein as the "AH LSV Fund I Distribution." |
| 7. On September 8, 2025, the AH Fund IV Entities distributed, for no consideration, 10,949,014 shares of the Issuer's Class A Common Stock (the "AH Fund IV Shares") to their limited partners and to AH EP IV, the general partner of the AH Fund IV Entities, representing each such partner's pro rata interest in such AH Fund IV Shares. On the same date, AH EP IV distributed, for no consideration, the AH Fund IV Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH Fund IV Shares. The aforementioned distributions are collectively referred to herein as the "AH Fund IV Distribution." |
| 8. On September 8, 2025, the AH Parallel Fund IV Entities distributed, for no consideration, 994,899 shares of the Issuer's Class A Common Stock (the "AH Parallel Fund IV Shares") to their limited partners and to AH EP IV Parallel, the general partner of the AH Parallel Fund IV Entities, representing each such partner's pro rata interest in such AH Parallel Fund IV Shares. On the same date, AH EP IV Parallel distributed, for no consideration, the AH Parallel Fund IV Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH Parallel Fund IV Shares. The aforementioned distributions are collectively referred to herein as the "AH Parallel Fund IV Distribution." |
| 9. On September 8, 2025, the AH Parallel Fund V Entities distributed, for no consideration, 2,316,745 shares of the Issuer's Class A Common Stock (the "AH Parallel Fund V Shares") to their limited partners and to AH EP V Parallel, the general partner of the AH Parallel Fund V Entities, representing each such partner's pro rata interest in such AH Parallel Fund V Shares. On the same date, AH EP V Parallel distributed, for no consideration, the AH Parallel Fund V Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH Parallel Fund V Shares. The aforementioned distributions are collectively referred to herein as the "AH Parallel Fund V Distribution." |
| 10. These shares were acquired pursuant to the AH LSV Fund I Distribution, the AH Fund IV Distribution, the AH Parallel Fund IV Distribution and the AH Parallel Fund V Distribution. The acquisition of such shares was made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 11. These shares are held of record by a16z Capital Management, L.L.C. ("a16z Capital"). The members of a16z Capital are the Reporting Person and Benjamin Horowitz, who share voting and dispositive power with respect to the shares held by a16z Capital. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by a16z Capital and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any. |
| 12. These shares are held of record by the LAMA Community Trust, of which the Reporting Person is a trustee. |
| 13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.38 to $38.3789 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.38 to $39.3791 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.38 to $40.10 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.40 to $38.39 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.41 to $39.40 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.42 to $40.10 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 19. 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, and has no expiration date. |
| /s/ Phil Hathaway, Attorney-in-Fact for Marc L. Andreessen | 09/10/2025 | |
| ** 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. | ||