Large owner Lightspeed Spv I-B, Llc converted options into 1,299,153 shares and disposed of 1,299,153 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) 01/15/2025 | ||||||||||||||||||||||||||
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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 | 01/15/2025 | C | 764,208 | A | $0 | 764,208 | D(1) | |||
| Class A Common Stock | 01/15/2025 | C | 534,945 | A | $0 | 534,945 | I | By Lightspeed SPV I-C, LLC(2) | ||
| Class A Common Stock | 01/15/2025 | J(3) | 764,208 | D | $0 | 0 | D(1) | |||
| Class A Common Stock | 01/15/2025 | J(4) | 534,945 | D | $0 | 0 | I | By Lightspeed SPV I-C, LLC(2) | ||
| Class A Common Stock | 56,736 | I | By Eggers Investments LP - Fund 2(5) | |||||||
| Class A Common Stock | 140,021 | I | By Nieh Family Investments LP - Fund 2(6) | |||||||
| Class A Common Stock | 16,715 | I | By Nieh Family Investments LP - Fund 4(7) | |||||||
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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 | (8) | 01/15/2025 | C | 764,208 | (8) | (8) | Class A Common Stock | 764,208 | $0 | 4,330,511 | D(1) | ||||
| Class B Common Stock | (8) | 01/15/2025 | C | 534,945 | (8) | (8) | Class A Common Stock | 534,945 | $0 | 3,031,358 | I | By Lightspeed SPV I-C, LLC(2) | |||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 13,319,816 | 13,319,816 | I | By Lightspeed Venture Partners IX, L.P.(9) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 3,093,410 | 3,093,410 | I | By Lightspeed Venture Partners Select II, L.P.(10) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 6,015,457 | 6,015,457 | I | By Lightspeed SPV I, LLC(11) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 406,637 | 406,637 | I | By Lightspeed Venture Partners X, L.P.(12) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 18,084 | 18,084 | I | By Lightspeed Affiliates X, L.P(13) | |||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Shares are held by Lightspeed SPV I-B, LLC ("Lightspeed SPV I-B"). LS SPV Management, LLC ("LS SPV") is the manager of Lightspeed SPV I-B. Barry Eggers, Ravi Mhatre, and Peter Nieh are the managing members of LS SPV and share voting and dispositive power with respect to the shares held by Lightspeed SPV I-B. Each of LS SPV and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. |
| 2. Shares are held by Lightspeed SPV I-C, LLC ("Lightspeed SPV I-C"). LS SPV is the manager of Lightspeed SPV I-C. Barry Eggers, Ravi Mhatre, and Peter Nieh are the managing members of LS SPV and share voting and dispositive power with respect to the shares held by Lightspeed SPV I-C. Each of LS SPV and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. |
| 3. Represents an in-kind distribution by Lightspeed SPV I-B without consideration to its limited partners. |
| 4. Represents an in-kind distribution by Lightspeed SPV I-C without consideration to its limited partners. |
| 5. Barry Eggers serves as trustee of the general partner of Eggers Investments LP - Fund 2. |
| 6. Peter Nieh serves as co-trustee of the general partner of Nieh Family Investments LP - Fund 2. |
| 7. Peter Nieh serves as co-trustee of the general partner of Nieh Family Investments LP - Fund 4. |
| 8. 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. |
| 9. 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. Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of LUGP IX and share voting and dispositive power with respect to the shares held by Lightspeed IX. Each of LGP IX, LUGP IX and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. |
| 10. 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. Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of LUGP Select II and share voting and dispositive power with respect to the shares held by Lightspeed Select II. Each of LGP Select II, LUGP Select II and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. |
| 11. Shares are held by Lightspeed SPV I, LLC ("Lightspeed SPV I"). LS SPV is the manager of Lightspeed SPV I. Barry Eggers, Ravi Mhatre and Peter Nieh are the managing members of LS SPV and share voting and dispositive power with respect to the shares held by Lightspeed SPV I. Each of LS SPV and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. |
| 12. 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. Barry Eggers, Ravi Mhatre, and Peter Nieh are the directors of LUGP X and share voting and dispositive power with respect to the shares held by Lightspeed X. Each of LGP X, LUGP X and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. |
| 13. 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. Barry Eggers, Ravi Mhatre, and Peter Nieh are the directors of LUGP X and share voting and dispositive power with respect to the shares held by Lightspeed Affiliates X. Each of LGP X, LUGP X and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports. |
| Lightspeed SPV I-B, LLC, By: LS SPV Management, LLC, its Manager, By /s/ Ravi Mhatre, Managing Member | 01/17/2025 | |
| Lightspeed SPV I-C, LLC, By: LS SPV Management, LLC, its Manager, By /s/ Ravi Mhatre, Managing Member | 01/17/2025 | |
| LS SPV Management, LLC, By /s/ Ravi Mhatre, Managing Member | 01/17/2025 | |
| /s/ Barry Eggers | 01/17/2025 | |
| /s/ Peter Nieh | 01/17/2025 | |
| ** 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. | ||