UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Rubrik, Inc.
(Name of Issuer)
Class A Common Stock, $0.000025 par value
(Title of Class of Securities)
781154109
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Lightspeed Venture Partners IX, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| Cayman Islands | ||
| 5. | SOLE VOTING POWER | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 13,319,816 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 0 | |
| 8. | Shared Dispositive Power | |
| 13,319,816 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 13,319,816 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 7.3% of Common Stock (16.2% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| PN |
| (1) | This Schedule 13G is filed by Lightspeed Venture Partners IX, L.P., a Cayman Islands exempted limited partnership (“Lightspeed IX”), Lightspeed General Partner IX, L.P., a Cayman Islands exempted limited partnership (“LGP IX”), Lightspeed Ultimate General Partner IX, Ltd., a Cayman Islands company limited by shares (“LUGP IX”), Lightspeed SPV I, LLC, a Delaware limited liability company (“Lightspeed SPV I”), Lightspeed SPV I-B, LLC, a Delaware limited liability company (“Lightspeed SPV I-B”), Lightspeed SPV I-C, LLC, a Delaware limited liability company (“Lightspeed SPV I-C”), LS SPV Management, LLC, a Delaware limited liability company ("LS SPV”), Lightspeed Venture Partners Select II, L.P., a Cayman Islands exempted limited partnership (“Lightspeed Select II”), Lightspeed General Partner Select II, L.P., a Cayman Islands exempted limited partnership (“LGP Select II”), Lightspeed Ultimate General Partner Select II, Ltd., a Cayman Islands company limited by shares (“LUGP Select II”), Lightspeed Venture Partners X, L.P., a Cayman Islands exempted limited partnership (“Lightspeed X”), Lightspeed Affiliates X, L.P., a Cayman Islands exempted limited partnership (“Lightspeed Affiliates X”), Lightspeed General Partner X, L.P., a Cayman Islands exempted limited partnership (“LGP X”), Lightspeed Ultimate General Partner X, Ltd., a Cayman Islands exempted limited partnership (“LUGP X”), Barry Eggers (“Eggers”), Ravi Mhatre (“Mhatre”) and Peter Nieh (“Nieh” and, with Lightspeed IX, LGP IX, LUGP IX, Lightspeed SPV I, Lightspeed SPV I-B, Lightspeed SPV I-C, LS SPV, Lightspeed Select II, LGP Select II, LUGP Select II, Lightspeed X, Lightspeed Affiliates X, LGP X, LUGP X, Eggers and Mhatre collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 13,319,816 shares of Class B Common Stock held by Lightspeed IX, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. LUGP IX serves as the sole general partner of LGP IX, which serves as the sole general partner of Lightspeed IX. As such, each of LUGP IX and LGP IX possesses power to direct the voting and disposition of the shares owned by Lightspeed IX and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed IX. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2024 (the “Form 10-Q”). The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
2
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Lightspeed General Partner IX, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| Cayman Islands | ||
| 5. | SOLE VOTING POWER | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 13,319,816 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 0 | |
| 8. | Shared Dispositive Power | |
| 13,319,816 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 13,319,816 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 7.3% of Common Stock (16.2% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| PN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 13,319,816 shares of Class B Common Stock held by Lightspeed IX, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. LUGP IX serves as the sole general partner of LGP IX, which serves as the sole general partner of Lightspeed IX. As such, each of LUGP IX and LGP IX possesses power to direct the voting and disposition of the shares owned by Lightspeed IX and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed IX. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
3
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Lightspeed Ultimate General Partner IX, Ltd. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| Cayman Islands | ||
| 5. | SOLE VOTING POWER | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 13,319,816 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 0 | |
| 8. | Shared Dispositive Power | |
| 13,319,816 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 13,319,816 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 7.3% of Common Stock (16.2% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| OO |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 13,319,816 shares of Class B Common Stock held by Lightspeed IX, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. LUGP IX serves as the sole general partner of LGP IX, which serves as the sole general partner of Lightspeed IX. As such, each of LUGP IX and LGP IX possesses power to direct the voting and disposition of the shares owned by Lightspeed IX and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed IX. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
4
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Lightspeed SPV I, LLC | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| Delaware | ||
| 5. | SOLE VOTING POWER | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 6,015,457 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 0 | |
| 8. | Shared Dispositive Power | |
| 6,015,457 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 6,015,457 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 3.3% of Common Stock (8.0% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| OO |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 6,015,457 shares of Class B Common Stock held by Lightspeed SPV I, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. LS SPV serves as the manager of Lightspeed SPV I. As such, LS SPV possesses power to direct the voting and disposition of the shares owned by Lightspeed SPV I and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed SPV I. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
5
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Lightspeed SPV I-B, LLC | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| Delaware | ||
| 5. | SOLE VOTING POWER | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 5,094,719 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 0 | |
| 8. | Shared Dispositive Power | |
| 5,094,719 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 5,094,719 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 2.8% of Common Stock (6.9% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| OO |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 5,094,719 shares of Class B Common Stock held by Lightspeed SPV I-B, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. LS SPV serves as the manager of Lightspeed SPV I-B. As such, LS SPV possesses power to direct the voting and disposition of the shares owned by Lightspeed SPV I-B and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed SPV I-B. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
6
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Lightspeed SPV I-C, LLC | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| Delaware | ||
| 5. | SOLE VOTING POWER | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 3,566,303 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 0 | |
| 8. | Shared Dispositive Power | |
| 3,566,303 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 3,566,303 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 2.0% of Common Stock (4.9% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| OO |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 3,566,303 shares of Class B Common Stock held by Lightspeed SPV I-C, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. LS SPV serves as the manager of Lightspeed SPV I-C. As such, LS SPV possesses power to direct the voting and disposition of the shares owned by Lightspeed SPV I-C and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed SPV I-C. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
7
CUSIP No. 781154109
| 1. | Names of Reporting Persons
LS SPV Management, LLC | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| Delaware | ||
| 5. | SOLE VOTING POWER | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 14,676,479 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 0 | |
| 8. | Shared Dispositive Power | |
| 14,676,479 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 14,676,479 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 8.1% of Common Stock (17.5% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| OO |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 6,015,457 shares of Class B Common Stock held by Lightspeed SPV I, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed SPV I, (ii) 5,094,719 shares of Class B Common Stock held by Lightspeed SPV I-B, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed SPV I-B, and (iii) 3,566,303 shares of Class B Common Stock held by Lightspeed SPV I-C, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed SPV I-C. LS SPV serves as the manager of each of Lightspeed SPV I, Lightspeed SPV I-B and Lightspeed SPV I-C. As such, LS SPV possesses power to direct the voting and disposition of the shares owned by each of Lightspeed SPV I, Lightspeed SPV I-B and Lightspeed SPV I-C and may be deemed to have indirect beneficial ownership of the shares held by each of Lightspeed SPV I, Lightspeed SPV I-B and Lightspeed SPV I-C. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
8
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Lightspeed Venture Partners Select II, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| Cayman Islands | ||
| 5. | SOLE VOTING POWER | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 3,093,410 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 0 | |
| 8. | Shared Dispositive Power | |
| 3,093,410 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 3,093,410 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 1.7% of Common Stock (4.3% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| PN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 3,093,410 shares of Class B Common Stock held by Lightspeed Select II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II. As such, each of LUGP Select II and LGP Select II possess power to direct the voting and disposition of the shares owned by Lightspeed Select II and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed Select II. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
9
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Lightspeed General Partner Select II, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| Cayman Islands | ||
| 5. | SOLE VOTING POWER | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 3,093,410 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 0 | |
| 8. | Shared Dispositive Power | |
| 3,093,410 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 3,093,410 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 1.7% of Common Stock (4.3% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| PN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 3,093,410 shares of Class B Common Stock held by Lightspeed Select II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II. As such, each of LUGP Select II and LGP Select II possess power to direct the voting and disposition of the shares owned by Lightspeed Select II and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed Select II. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
10
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Lightspeed Ultimate General Partner Select II, Ltd. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| Cayman Islands | ||
| 5. | SOLE VOTING POWER | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 3,093,410 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 0 | |
| 8. | Shared Dispositive Power | |
| 3,093,410 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 3,093,410 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 1.7% of Common Stock (4.3% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| OO |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 3,093,410 shares of Class B Common Stock held by Lightspeed Select II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II. As such, each of LUGP Select II and LGP Select II possess power to direct the voting and disposition of the shares owned by Lightspeed Select II and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed Select II. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
11
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Lightspeed Venture Partners X, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| Cayman Islands | ||
| 5. | SOLE VOTING POWER | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 406,637 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 0 | |
| 8. | Shared Dispositive Power | |
| 406,637 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 406,637 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 0.2% of Common Stock (0.6% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| PN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 406,637 shares of Class B Common Stock held by Lightspeed X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of Lightspeed X. As such, each of LUGP X and LGP X possess power to direct the voting and disposition of the shares owned by Lightspeed X and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed X. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
12
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Lightspeed Affiliates X, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| Cayman Islands | ||
| 5. | SOLE VOTING POWER | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 18,084 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 0 | |
| 8. | Shared Dispositive Power | |
| 18,084 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 18,084 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 0.0% of Common Stock (0.0% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| PN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 18,084 shares of Class B Common Stock held by Lightspeed Affiliates X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of the Reporting Person. LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of Lightspeed Affiliates X. As such, each of LUGP X and LGP X possess power to direct the voting and disposition of the shares owned by Lightspeed Affiliates X and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed Affiliates X. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
13
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Lightspeed General Partner X, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| Cayman Islands | ||
| 5. | SOLE VOTING POWER | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 424,721 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 0 | |
| 8. | Shared Dispositive Power | |
| 424,721 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 424,721 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 0.2% of Common Stock (0.6% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| PN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 406,637 shares of Class B Common Stock held by Lightspeed X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed X and (ii) 18,084 shares of Class B Common Stock held by Lightspeed Affiliates X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed Affiliates X. LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of each of Lightspeed X and Lightspeed Affiliates X. As such, each of LUGP X and LGP X possess power to direct the voting and disposition of the shares owned by each of Lightspeed X and Lightspeed Affiliates X and may be deemed to have indirect beneficial ownership of the shares held by each of Lightspeed X and Lightspeed Affiliates X. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
14
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Lightspeed Ultimate General Partner X, Ltd. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| Cayman Islands | ||
| 5. | SOLE VOTING POWER | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 424,721 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 0 | |
| 8. | Shared Dispositive Power | |
| 424,721 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 424,721 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 0.2% of Common Stock (0.6% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| OO |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 406,637 shares of Class B Common Stock held by Lightspeed X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed X and (ii) 18,084 shares of Class B Common Stock held by Lightspeed Affiliates X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed Affiliates X. LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of each of Lightspeed X and Lightspeed Affiliates X. As such, each of LUGP X and LGP X possess power to direct the voting and disposition of the shares owned by each of Lightspeed X and Lightspeed Affiliates X and may be deemed to have indirect beneficial ownership of the shares held by each of Lightspeed X and Lightspeed Affiliates X. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
15
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Barry Eggers | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| United States | ||
| 5. | SOLE VOTING POWER | |
| Number of | 56,736 shares | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 31,514,426 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 56,736 shares | |
| 8. | Shared Dispositive Power | |
| 31,514,426 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 31,571,162 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 17.4% of Common Stock (31.4% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 13,319,816 shares of Class B Common Stock held by Lightspeed IX, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed IX, (ii) 6,015,457 shares of Class B Common Stock held by Lightspeed SPV I, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed SPV I, (iii) 5,094,719 shares of Class B Common Stock held by Lightspeed SPV I-B, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed SPV I-B, (iv) 3,566,303 shares of Class B Common Stock held by Lightspeed SPV I-C, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed SPV I-C, (v) 3,093,410 shares of Class B Common Stock held by Lightspeed Select II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed Select II, (vi) 406,637 shares of Class B Common Stock held by Lightspeed X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed X and (vii) 18,084 shares of Class B Common Stock held by Lightspeed Affiliates X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed Affiliates X. LUGP IX serves as the sole general partner of LGP IX, which serves as the sole general partner of Lightspeed IX; LS SPV serves as the manager of each of Lightspeed SPV I, Lightspeed SPV I-B and Lightspeed SPV I-C; LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II; and LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of each of Lightspeed X and Lightspeed Affiliates X. Eggers, Mhatre and Nieh are directors of LGP IX, LUGP IX, LGP Select II, LUGP Select II, LGP X and LUPG X and the managing members of LS SPV and share voting and dispositive power over the shares held by the foregoing entities. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
16
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Ravi Mhatre | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| United States | ||
| 5. | SOLE VOTING POWER | |
| Number of | 162,309 shares | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 31,514,426 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 162,309 shares | |
| 8. | Shared Dispositive Power | |
| 31,514,426 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 31,676,735 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 17.4% of Common Stock (31.5% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 13,319,816 shares of Class B Common Stock held by Lightspeed IX, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed IX, (ii) 6,015,457 shares of Class B Common Stock held by Lightspeed SPV I, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed SPV I, (iii) 5,094,719 shares of Class B Common Stock held by Lightspeed SPV I-B, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed SPV I-B, (iv) 3,566,303 shares of Class B Common Stock held by Lightspeed SPV I-C, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed SPV I-C, (v) 3,093,410 shares of Class B Common Stock held by Lightspeed Select II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed Select II, (vi) 406,637 shares of Class B Common Stock held by Lightspeed X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed X and (vii) 18,084 shares of Class B Common Stock held by Lightspeed Affiliates X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed Affiliates X. LUGP IX serves as the sole general partner of LGP IX, which serves as the sole general partner of Lightspeed IX; LS SPV serves as the manager of each of Lightspeed SPV I, Lightspeed SPV I-B and Lightspeed SPV I-C; LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II; and LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of each of Lightspeed X and Lightspeed Affiliates X. Eggers, Mhatre and Nieh are directors of LGP IX, LUGP IX, LGP Select II, LUGP Select II, LGP X and LUPG X and the managing members of LS SPV and share voting and dispositive power over the shares held by the foregoing entities. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
17
CUSIP No. 781154109
| 1. | Names of Reporting Persons
Peter Nieh | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x (1) | |
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization | |
| United States | ||
| 5. | SOLE VOTING POWER | |
| Number of | 156,736 shares | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 31,514,426 shares (2) | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person With | 156,736 shares | |
| 8. | Shared Dispositive Power | |
| 31,514,426 shares (2) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 31,671,162 shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 17.4% of Common Stock (31.5% of Class A Common Stock) (3) | |
| 12. | Type of Reporting Person (See Instructions) |
| IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 13,319,816 shares of Class B Common Stock held by Lightspeed IX, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed IX, (ii) 6,015,457 shares of Class B Common Stock held by Lightspeed SPV I, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed SPV I, (iii) 5,094,719 shares of Class B Common Stock held by Lightspeed SPV I-B, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed SPV I-B, (iv) 3,566,303 shares of Class B Common Stock held by Lightspeed SPV I-C, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed SPV I-C, (v) 3,093,410 shares of Class B Common Stock held by Lightspeed Select II, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed Select II, (vi) 406,637 shares of Class B Common Stock held by Lightspeed X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed X and (vii) 18,084 shares of Class B Common Stock held by Lightspeed Affiliates X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Lightspeed Affiliates X. LUGP IX serves as the sole general partner of LGP IX, which serves as the sole general partner of Lightspeed IX; LS SPV serves as the manager of each of Lightspeed SPV I, Lightspeed SPV I-B and Lightspeed SPV I-C; LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II; and LUGP X serves as the sole general partner of LGP X, which serves as the sole general partner of each of Lightspeed X and Lightspeed Affiliates X. Eggers, Mhatre and Nieh are directors of LGP IX, LUGP IX, LGP Select II, LUGP Select II, LGP X and LUPG X and the managing members of LS SPV and share voting and dispositive power over the shares held by the foregoing entities. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 181,653,211 shares of Common Stock (69,118,119 shares of Class A Common Stock and 112,535,092 shares of Class B Common Stock) outstanding as of August 31, 2024, as reported in the Form 10-Q, filed with the SEC on September 12, 2024. The Class A Common Stock beneficial ownership percentage is based on 69,118,119 shares of the Issuer’s Class A Common Stock outstanding as of August 31, 2024, as reported in the Form 10-Q, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
18
| Item 1. | ||
| (a) | Name of Issuer
Rubrik, Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices
3495 Deer Creek Road, Palo Alto, CA 94304 | |
| Item 2. | ||
| (a) | Name of Person Filing
Lightspeed Venture Partners IX, L.P. (“Lightspeed IX”) Lightspeed General Partner IX, L.P. (“LGP IX”) Lightspeed Ultimate General Partner IX, Ltd. (“LUGP IX”) Lightspeed SPV I, LLC (“Lightspeed SPV I”) Lightspeed SPV I-B, LLC (“Lightspeed SPV I-B”) Lightspeed SPV I-C, LLC (“Lightspeed SPV I-C”) LS SPV Management, LLC (“LS SPV”) Lightspeed Venture Partners Select II, L.P. (“Lightspeed Select II”) Lightspeed General Partner Select II, L.P. (“LGP Select II”) Lightspeed Ultimate General Partner Select II, Ltd. (“LUGP Select II”) Lightspeed Venture Partners X, L.P. (“Lightspeed X”) Lightspeed Affiliates X, L.P. (“Lightspeed Affiliates X”) Lightspeed General Partner X, L.P. (“LGP X”) Lightspeed Ultimate General Partner X, Ltd. (“LUGP X”) Barry Eggers (“Eggers”) Ravi Mhatre (“Mhatre”) Peter Nieh (“Nieh”) | |
| (b) | Address of Principal Business Office or, if none, Residence
c/o Lightspeed Venture Partners 2200 Sand Hill Road Menlo Park, CA 94025 | |
| (c) | Citizenship | ||||
| Entities: | Lightspeed IX | - | Cayman Islands | ||
| LGP IX | - | Cayman Islands | |||
| LUGP IX | - | Cayman Islands | |||
| Lightspeed SPV I | - | Delaware | |||
| Lightspeed SPV I-B | Delaware | ||||
| Lightspeed SPV I-C | Delaware | ||||
| LS SPV | - | Delaware | |||
| Lightspeed Select II | - | Cayman Islands | |||
| LGP Select II | - | Cayman Islands | |||
| LUGP Select II | - | Cayman Islands | |||
| Lightspeed X | - | Cayman Islands | |||
| Lightspeed Affiliates X | - | Cayman Islands | |||
| LGP X | - | Cayman Islands | |||
| LUGP X | - | Cayman Islands | |||
| Individuals: | Eggers | - | United States | ||
| Mhatre | - | United States | |||
| Nieh | - | United States |
| (d) | Title of Class of Securities
Class A Common Stock (“Class A Common Stock”) | |
| (e) | CUSIP Number
781154109 |
19
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| Not applicable | |
| Item 4. | Ownership |
| The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of September 30, 2024: | |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person | ||
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. | ||
| (ii) | Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. | ||
| (iii) | Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. | ||
| (iv) | Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐ | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable | |
| Item 10. | Certification |
| Not applicable | |
20
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 14, 2024
| Lightspeed Venture Partners IX, L.P. | ||
| By: | Lightspeed General Partner IX, L.P. | |
| its | General Partner | |
| By: | Lightspeed Ultimate General Partner IX, Ltd. | |
| its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| Lightspeed General Partner IX, L.P. | ||
| By: | Lightspeed Ultimate General Partner IX, Ltd. | |
| its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Duly Director | ||
| Lightspeed Ultimate General Partner IX, Ltd. | ||
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| Lightspeed SPV I, LLC | ||
| Lightspeed SPV I-B, LLC | ||
| Lightspeed SPV I-C, LLC | ||
| By: | LS SPV Management, LLC | |
| Its | Manager | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Managing Member | ||
| LS SPV Management, LLC | ||
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Managing Member | ||
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| Lightspeed Venture Partners Select II, L.P. | ||
| By: | Lightspeed General Partner Select II, L.P. | |
| its | General Partner | |
| By: | Lightspeed Ultimate General Partner Select II, Ltd. | |
| its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| Lightspeed General Partner Select II, L.P. | ||
| By: | Lightspeed Ultimate General Partner Select II, Ltd. | |
| its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| Lightspeed Ultimate General Partner Select II, Ltd. | ||
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| Lightspeed Venture Partners X, L.P. | ||
| By: | Lightspeed General Partner X, L.P. | |
| its | General Partner | |
| By: | Lightspeed Ultimate General Partner X, Ltd. | |
| its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| Lightspeed Affiliates X, L.P. | ||
| By: | Lightspeed General Partner X, L.P. | |
| its | General Partner | |
| By: | Lightspeed Ultimate General Partner X, Ltd. | |
| its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| Lightspeed General Partner X, L.P. | ||
| By: | Lightspeed Ultimate General Partner X, Ltd. | |
| its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
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| Lightspeed Ultimate General Partner X, Ltd. | ||
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| /s/ Barry Eggers | ||
| Barry Eggers | ||
| /s/ Ravi Mhatre | ||
| Ravi Mhatre | ||
| /s/ Peter Nieh | ||
| Peter Nieh | ||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
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Exhibit(s):
| A | Joint Filing Agreement |
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JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Class A Common Stock of Rubrik, Inc. is filed on behalf of each of us.
Dated: November 14, 2024
| Lightspeed Venture Partners IX, L.P. | ||
| By: | Lightspeed General Partner IX, L.P. | |
| its | General Partner | |
| By: | Lightspeed Ultimate General Partner IX, Ltd. | |
| its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| Lightspeed General Partner IX, L.P. | ||
| By: | Lightspeed Ultimate General Partner IX, Ltd. | |
| its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Duly Director | ||
| Lightspeed Ultimate General Partner IX, Ltd. | ||
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| Lightspeed SPV I, LLC | ||
| Lightspeed SPV I-B, LLC | ||
| Lightspeed SPV I-C, LLC | ||
| By: | LS SPV Management, LLC | |
| Its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Managing Member | ||
| LS SPV Management, LLC | ||
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Managing Member | ||
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| Lightspeed Venture Partners Select II, L.P. | ||
| By: | Lightspeed General Partner Select II, L.P. | |
| its | General Partner | |
| By: | Lightspeed Ultimate General Partner Select II, Ltd. | |
| its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| Lightspeed General Partner Select II, L.P. | ||
| By: | Lightspeed Ultimate General Partner Select II, Ltd. | |
| its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| Lightspeed Ultimate General Partner Select II, Ltd. | ||
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| Lightspeed Venture Partners X, L.P. | ||
| By: | Lightspeed General Partner X, L.P. | |
| its | General Partner | |
| By: | Lightspeed Ultimate General Partner X, Ltd. | |
| its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| Lightspeed Affiliates X, L.P. | ||
| By: | Lightspeed General Partner X, L.P. | |
| its | General Partner | |
| By: | Lightspeed Ultimate General Partner X, Ltd. | |
| its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| Lightspeed General Partner X, L.P. | ||
| By: | Lightspeed Ultimate General Partner X, Ltd. | |
| its | General Partner | |
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
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| Lightspeed Ultimate General Partner X, Ltd. | ||
| By: | /s/ Ravi Mhatre | |
| Name: Ravi Mhatre | ||
| Title: Director | ||
| /s/ Barry Eggers | ||
| Barry Eggers | ||
| /s/ Ravi Mhatre | ||
| Ravi Mhatre | ||
| /s/ Peter Nieh | ||
| Peter Nieh | ||
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