Director Mhatre Ravi disposed of 8,755,597 shares, acquired 1,463,839 shares and converted options into 7,470,000 shares (SEC Form 4)
$RBRK
Computer Software: Prepackaged Software
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
Rubrik, Inc. [ RBRK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/11/2024 | ||||||||||||||||||||||||||
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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 | 09/11/2024 | C | 4,440,000 | A | $0 | 4,440,000 | I | By Lightspeed Venture Partners IX, L.P.(1) | ||
| Class A Common Stock | 09/11/2024 | C | 1,030,000 | A | $0 | 1,030,000 | I | By Lightspeed Venture Partners Select II, L.P.(2) | ||
| Class A Common Stock | 09/11/2024 | C | 2,000,000 | A | $0 | 2,000,000 | I | By Lightspeed SPV I, LLC(3) | ||
| Class A Common Stock | 09/11/2024 | J(4) | 4,440,000 | D | $0 | 0 | I | By Lightspeed Venture Partners IX, L.P.(1) | ||
| Class A Common Stock | 09/11/2024 | J(5) | 1,030,000 | D | $0 | 0 | I | By Lightspeed Venture Partners Select II, L.P.(2) | ||
| Class A Common Stock | 09/11/2024 | J(6) | 2,000,000 | D | $0 | 0 | I | By Lightspeed SPV I, LLC(3) | ||
| Class A Common Stock | 09/11/2024 | J(7) | 1,105,283 | A | $0 | 1,105,283 | I | By Lightspeed General Partner IX, L.P.(8) | ||
| Class A Common Stock | 09/11/2024 | J(9) | 1,105,283 | D | $0 | 0 | I | By Lightspeed General Partner IX, L.P.(8) | ||
| Class A Common Stock | 09/11/2024 | J(10) | 180,314 | A | $0 | 180,314 | I | By Lightspeed General Partner Select II, L.P.(11) | ||
| Class A Common Stock | 09/11/2024 | J(12) | 180,314 | D | $0 | 0 | I | By Lightspeed General Partner Select II, L.P.(11) | ||
| Class A Common Stock | 09/11/2024 | J(13)(14) | 15,933 | A | $0 | 15,933 | I | By Lightspeed Management Company, L.L.C.(15) | ||
| Class A Common Stock | 09/11/2024 | J(13) | 140,021 | A | $0 | 140,021 | I | By Mhatre Investments LP - Fund 2(16) | ||
| Class A Common Stock | 09/11/2024 | J(14) | 22,288 | A | $0 | 22,288 | I | By Mhatre Investments LP - Fund 3(17) | ||
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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 | (18) | 09/11/2024 | C | 4,440,000 | (18) | (18) | Class A Common Stock | 4,440,000 | $0 | 13,319,816 | I | By Lightspeed Venture Partners IX, L.P.(1) | |||
| Class B Common Stock | (18) | 09/11/2024 | C | 1,030,000 | (18) | (18) | Class A Common Stock | 1,030,000 | $0 | 3,093,410 | I | By Lightspeed Venture Partners Select II, L.P.(2) | |||
| Class B Common Stock | (18) | 09/11/2024 | C | 2,000,000 | (18) | (18) | Class A Common Stock | 2,000,000 | $0 | 6,015,457 | I | By Lightspeed SPV I, LLC(3) | |||
| Class B Common Stock | (18) | (18) | (18) | Class A Common Stock | 5,094,719 | 5,094,719 | I | By Lightspeed SPV I-B, LLC(19) | |||||||
| Class B Common Stock | (18) | (18) | (18) | Class A Common Stock | 3,566,303 | 3,566,303 | I | By Lightspeed SPV I-C, LLC(20) | |||||||
| Class B Common Stock | (18) | (18) | (18) | Class A Common Stock | 406,637 | 406,637 | I | By Lightspeed Venture Partners X, L.P.(21) | |||||||
| Class B Common Stock | (18) | (18) | (18) | Class A Common Stock | 18,084 | 18,084 | I | By Lightspeed Affiliates X, L.P(22) | |||||||
| Explanation of Responses: |
| 1. Shares are held by Lightspeed Venture Partners IX, L.P. ("Lightspeed IX"). Lightspeed General Partner IX, L.P. ("LGP IX") is the general partner of Lightspeed IX. Lightspeed Ultimate General Partner IX, Ltd. ("LUGP IX") is the general partner of LGP IX. The Reporting Person is a director of LUGP IX and shares voting and dispositive power with respect to the shares held by Lightspeed IX. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 2. Shares are held by Lightspeed Venture Partners Select II, L.P. ("Lightspeed Select II"). Lightspeed General Partner Select II, L.P. ("LGP Select II") is the general partner of Lightspeed Select II. Lightspeed Ultimate General Partner Select II, Ltd. ("LUGP Select II") is the general partner of LGP Select II. The Reporting Person is a director of LUGP Select II and shares voting and dispositive power with respect to the shares held by Lightspeed Select II. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 3. Shares are held by Lightspeed SPV I, LLC ("Lightspeed SPV I"). LS SPV Management, LLC ("LS SPV") is the manager of Lightspeed SPV I. The Reporting Person is a managing member of LS SPV and shares voting and dispositive power with respect to the shares held by Lightspeed SPV I. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 4. Represents an in-kind distribution by Lightspeed IX without consideration to its partners (including LGP IX). |
| 5. Represents an in-kind distribution by Lightspeed Select II without consideration to its partners (including LGP Select II). |
| 6. Represents an in-kind distribution by Lightspeed SPV I without consideration to its members. |
| 7. Represents receipt of shares in the distribution in kind described in footnote (4). |
| 8. Shares are held by LGP IX. LUGP IX is the general partner of LGP IX. The Reporting Person is a director of LUGP IX and shares voting and dispositive power with respect to the shares held by LUGP IX. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 9. Represents an in-kind distribution by LGP IX without consideration to its partners. |
| 10. Represents receipt of shares in the distribution in kind described in footnote (5). |
| 11. Shares are held by LGP Select II. LUGP Select II is the general partner of LGP Select II. The Reporting Person is a director of LUGP Select II and shares voting and dispositive power with respect to the shares held by LUGP Select II. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 12. Represents an in-kind distribution by LGP Select II without consideration to its partners. |
| 13. Represents receipt of shares in the distribution in kind described in footnote (9). |
| 14. Represents receipt of shares in the distribution in kind described in footnote (12). |
| 15. Shares are held by Lightspeed Management Company, L.L.C. ("LMC"). The Reporting Person is a managing member of LMC and shares voting and dispositive power with respect to the shares held by LMC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 16. The Reporting Person serves as trustee of the general partner of Mhatre Investments LP - Fund 2. |
| 17. The Reporting Person serves as trustee of the general partner of Mhatre Investments LP - Fund 3. |
| 18. Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is also convertible at any time at the option of the holder into one share of Class A Common Stock. |
| 19. Shares are held by Lightspeed SPV I-B, LLC ("Lightspeed SPV I-B"). LS SPV is the manager of Lightspeed SPV I-B. The Reporting Person is a managing member of LS SPV and shares voting and dispositive power with respect to the shares held by Lightspeed SPV I-B. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 20. Shares are held by Lightspeed SPV I-C, LLC ("Lightspeed SPV I-C"). LS SPV is the manager of Lightspeed SPV I-C. The Reporting Person is a managing member of LS SPV and shares voting and dispositive power with respect to the shares held by Lightspeed SPV I-C. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 21. Shares are held by Lightspeed Venture Partners X, L.P. ("Lightspeed X"). Lightspeed General Partner X, L.P. ("LGP X") is the general partner of Lightspeed X. Lightspeed Ultimate General Partner X, Ltd. ("LUGP X") is the general partner of LGP X. The Reporting Person is a director of LUGP X and shares voting and dispositive power with respect to the shares held by Lightspeed X. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 22. Shares are held by Lightspeed Affiliates X, L.P. ("Lightspeed Affiliates X"). LGP X, is the general partner of Lightspeed Affiliates X. LUGP X is the general partner of LGP X. The Reporting Person is a director of LUGP X and shares voting and dispositive power with respect to the shares held by Lightspeed Affiliates X. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| /s/ Ravi Mhatre | 09/12/2024 | |
| ** 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. | ||