Officer Gelsinger Patrick P bought $1,000,000 worth of shares (125,000 units at $8.00) (SEC Form 4)
$GLOO
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
Gloo Holdings, Inc. [ GLOO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/20/2025 | ||||||||||||||||||||||||||
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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 | 11/20/2025 | P | 125,000(1) | A | $8 | 125,000 | I | See footnote(2) | ||
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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(3) | (3) | 11/20/2025 | C | 159,745 | (3) | (3) | Class A Common Stock | 159,745 | (3) | 159,745 | I | See footnote(2) | |||
| Class B Common Stock(3) | (3) | (3) | (3) | Class A Common Stock | 128,205 | 128,205 | D | ||||||||
| Class B Common Stock(3) | (3) | (3) | (3) | Class A Common Stock | 483,761 | 483,761 | I | See footnote(4) | |||||||
| Class B Common Stock(3) | (3) | (3) | (3) | Class A Common Stock | 96,080 | 96,080 | I | See footnote(5) | |||||||
| Explanation of Responses: |
| 1. Represents 125,000 shares of Class A common stock acquired by the Patrick & Linda Gelsinger Trust UAD 07/29/2017 pursuant to an issuer directed allocation in connection with the Issuer's initial public offering. Mr. Gelsinger is the trustee of the Patrick & Linda Gelsinger Trust UAD 07/29/2017 and may be deemed to have beneficial ownership of such shares. |
| 2. Shares held of record by the Patrick & Linda Gelsinger Trust UAD 07/29/2017. |
| 3. Represents shares of Class B common stock issued pursuant to the terms of the Gloo Holdings, LLC omnibus amendment to the amended and restated note purchase agreement and secured promissory notes dated October 23, 2025. Immediately prior to the closing of the initial public offering of Gloo Holdings, Inc., all outstanding principal and accrued but unpaid interest, including both PIK and unpaid coupon interest, of the convertible notes automatically converted into shares of Class B common stock of Gloo Holdings, Inc. at the lesser of (a) 80.0% of the initial public offering price or (b) $30.00 per share. 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. |
| 4. Shares held of record by Patrick Gelsinger 2020 Trust G Dated October 26, 2020. Mr. Gelsinger is the trustee of Patrick Gelsinger 2020 Trust G Dated October 26, 2020 and may be deemed to have beneficial ownership of such shares. |
| 5. Shares held of record by Patrick P. Gelsinger Revocable Trust (UAD 11/7/2000). Mr. Gelsinger is the trustee of Patrick P. Gelsinger Revocable Trust (UAD 11/7/2000) and may be deemed to have beneficial ownership of such shares. |
| Remarks: |
| Executive Chair and Head of Technology |
| Jeffrey Bojar, Attorney in fact on behalf of Patrick Gelsinger | 11/20/2025 | |
| ** 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. | ||