Asheem Chandna Form 3 Rubrik / Asheem Chandna ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Chandna Asheem

(Last)

(First)

(Middle)

C/O GREYLOCK PARTNERS

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2024

3. Issuer Name and Ticker or Trading Symbol
Rubrik, Inc. [ RBRK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	11,583,248	⁽¹⁾	I	By Greylock XIV Limited Partnership⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	643,512	⁽¹⁾	I	By Greylock XIV-A Limited Partnership⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	643,512	⁽¹⁾	I	By Greylock XIV Principals LLC⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,950,165	⁽¹⁾	I	By Greylock XIV Limited Partnership⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	108,342	⁽¹⁾	I	By Greylock XIV-A Limited Partnership⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	108,342	⁽¹⁾	I	By Greylock XIV Principals LLC⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	3,417,116	⁽¹⁾	I	By Greylock XIV Limited Partnership⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	189,840	⁽¹⁾	I	By Greylock XIV-A Limited Partnership⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	189,840	⁽¹⁾	I	By Greylock XIV Principals LLC⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	955,260	⁽¹⁾	I	By Greylock XIV Limited Partnership⁽²⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	53,070	⁽¹⁾	I	By Greylock XIV-A Limited Partnership⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	53,070	⁽¹⁾	I	By Greylock XIV Principals LLC⁽⁴⁾

Explanation of Responses:

1. The Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock each is convertible on a one-for-one basis into Class B Common Stock at any time at the holder's election and will convert automatically upon the closing of the Issuer's initial public offering and has no expiration date.

2. The shares are held of record by Greylock XIV Limited Partnership, or Greylock XIV LP. Greylock XIV GP LLC, or Greylock XIV GP, is the general partner of Greylock XIV LP. Greylock XIV GP may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XIV LP and may be deemed to have indirect beneficial ownership of an indeterminate number of such shares. The Reporting Person is one of the managing members of Greylock XIV GP, and may be deemed to share voting and investment power over the shares held by Greylock XIV LP. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any.

3. The shares are held of record by Greylock XIV-A Limited Partnership, or Greylock XIV-A LP. Greylock XIV GP is the general partner of Greylock XIV-A LP. Greylock XIV GP may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XIV-A LP and may be deemed to have indirect beneficial ownership of an indeterminate number of such shares. The Reporting Person is one of the managing members of Greylock XIV GP, and may be deemed to share voting and investment power over the shares held by Greylock XIV-A LP. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any.

4. The shares are held of record by Greylock XIV Principals LLC, or Greylock XIV Principals. Greylock XIV GP is the manager of Greylock XIV Principals. Greylock XIV GP may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XIV Principals and may be deemed to have indirect beneficial ownership of an indeterminate number of such shares. The Reporting Person is one of the managing members of Greylock XIV GP, and may be deemed to share voting and investment power over the shares held by Greylock XIV Principals. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any.

Remarks:

Exhibit 24 Power of Attorney

	/s/ Anne-Kathrin Lalendran, Attorney-in-Fact	04/24/2024
	** 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 5 (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.

Asheem Chandna Form 3Rubrik / Asheem Chandna ownership change