| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Samsara Inc. [ IOT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/17/2021 | ||||||||||||||||||||||||||
| 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 | 12/17/2021 | P | 3,995,652 | A | $23 | 3,995,652 | I | By Andreessen Horowitz LSV Fund III, L.P.(1)(2) | ||
| 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 | ||||||||
| Series A Preferred Stock | (3) | 12/17/2021 | C | 40,492,830 | (3) | (3) | Class B Common Stock | 40,492,830 | $0.00 | 0 | I | By Andreessen Horowitz Fund IV, L.P.(4) | |||
| Class B Common Stock | (3) | 12/17/2021 | C | 40,492,830 | (3) | (3) | Class A Common Stock | 40,492,830 | $0.00 | 40,492,830 | I | By Andreessen Horowitz Fund IV, L.P.(4) | |||
| Series B Preferred Stock | (3) | 12/17/2021 | C | 9,259,278 | (3) | (3) | Class B Common Stock | 9,259,278 | $0.00 | 0 | I | By Andreessen Horowitz Fund IV, L.P.(4) | |||
| Class B Common Stock | (3) | 12/17/2021 | C | 9,259,278 | (3) | (3) | Class A Common Stock | 9,259,278 | $0.00 | 49,752,108 | I | By Andreessen Horowitz Fund IV, L.P.(4) | |||
| Series C Preferred Stock | (3) | 12/17/2021 | C | 3,951,276 | (3) | (3) | Class B Common Stock | 3,951,276 | $0.00 | 0 | I | By Andreessen Horowitz Fund IV, L.P.(4) | |||
| Class B Common Stock | (3) | 12/17/2021 | C | 3,951,276 | (3) | (3) | Class A Common Stock | 3,951,276 | $0.00 | 53,703,384 | I | By Andreessen Horowitz Fund IV, L.P.(4) | |||
| Series D Preferred Stock | (3) | 12/17/2021 | C | 4,313,218 | (3) | (3) | Class B Common Stock | 4,313,218 | $0.00 | 0 | I | By Andreessen Horowitz Fund IV, L.P.(4) | |||
| Class B Common Stock | (3) | 12/17/2021 | C | 4,313,218 | (3) | (3) | Class A Common Stock | 4,313,218 | $0.00 | 58,016,602 | I | By Andreessen Horowitz Fund IV, L.P.(4) | |||
| Series D Preferred Stock | (3) | 12/17/2021 | C | 4,974,501 | (3) | (3) | Class B Common Stock | 4,974,501 | $0.00 | 0 | I | By AH Parallel Fund IV, L.P.(5)(6) | |||
| Class B Common Stock | (3) | 12/17/2021 | C | 4,974,501 | (3) | (3) | Class A Common Stock | 4,974,501 | $0.00 | 4,974,501 | I | By AH Parallel Fund IV, L.P.(5)(6) | |||
| Series E Preferred Stock | (3) | 12/17/2021 | C | 5,633,880 | (3) | (3) | Class B Common Stock | 5,633,880 | $0.00 | 0 | I | By AH Parallel Fund V, L.P.(7)(8) | |||
| Class B Common Stock | (3) | 12/17/2021 | C | 5,633,880 | (3) | (3) | Class A Common Stock | 5,633,880 | $0.00 | 5,633,880 | I | By AH Parallel Fund V, L.P.(7)(8) | |||
| Series F Preferred Stock | (3) | 12/17/2021 | C | 13,561,282 | (3) | (3) | Class B Common Stock | 13,561,282 | $0.00 | 0 | I | By Andreessen Horowitz LSV Fund I, L.P.(9) | |||
| Class B Common Stock | (3) | 12/17/2021 | C | 13,561,282 | (3) | (3) | Class A Common Stock | 13,561,282 | $0.00 | 13,561,282 | I | By Andreessen Horowitz LSV Fund I, L.P.(9) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. In connection with the Issuer's initial public offering of Class A Common Stock, Andreessen Horowitz LSV Fund III, L.P. ("AH LSV Fund III"), for itself and as nominee for Andreessen Horowitz LSV Fund III-B, L.P. ("AH LSV Fund III-B") and AH 2022 Annual Fund, L.P. ("AH 2022 Annual" and together with AH LSV Fund III and AH LSV Fund III-B, the "AH LSV Fund III Entities"), purchased these shares of Class A Common Stock from the underwriters at the initial public offering price. AH Equity Partners LSV III, L.L.C. ("AH EP LSV III"), the general partner of AH LSV Fund III and AH LSV Fund III-B, may be deemed to have sole voting and dispositive power over the shares held by AH LSV Fund III and AH LSV Fund III-B. AH Equity Partners 2022 Annual Fund, L.L.C. ("AH EP 2022 Annual"), the general partner of AH 2022 Annual, may be deemed to have sole voting and dispositive power over the shares held by AH 2022 Annual. |
| 2. (Continued from Footnote 1) Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV III and AH EP 2022 Annual and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund III Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund III Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| 3. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock automatically converted into a share of Class B Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, and had no expiration date. 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. These securities are held of record by Andreessen Horowitz Fund IV, L.P., for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., and Andreessen Horowitz Fund IV-Q, L.P. (collectively, the "AH Fund IV Entities"). AH Equity Partners IV, L.L.C. ("AH EP IV"), the general partner of the AH Fund IV Entities, may be deemed to have sole voting and dispositive power over the securities held by the AH Fund IV Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV and may be deemed to have shared voting and dispositive power over the securities held by the AH Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund IV Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| 5. These securities are held of record by AH Parallel Fund IV, L.P., for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively, the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, may be deemed to have sole voting and dispositive power over the securities held by the AH Parallel Fund IV Entities. |
| 6. (Continued from Footnote 5) Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV Parallel and may be deemed to have shared voting and dispositive power over the securities held by the AH Parallel Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund IV Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| 7. These securities are held of record by AH Parallel Fund V, L.P., for itself and as nominee for AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., and AH Parallel Fund V-Q, L.P. (collectively, the "AH Parallel Fund V Entities"). AH Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of the AH Parallel Fund V Entities, may be deemed to have sole voting and dispositive power over the securities held by the AH Parallel Fund V Entities. |
| 8. (Continued from Footnote 7) Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V Parallel and may be deemed to have shared voting and dispositive power over the securities held by the AH Parallel Fund V Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund V Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| 9. These securities are held of record by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, may be deemed to have sole voting and dispositive power over the securities held by the AH LSV Fund I Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV I and may be deemed to have shared voting and dispositive power over the securities held by the AH LSV Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
| Remarks: |
| This Form 4 is one of three Form 4s filed relating to the same event. Combined, the three reports report the holdings for the following reporting persons: Andreessen Horowitz Fund IV, L.P., Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., Andreessen Horowitz Fund IV-Q, L.P., Andreessen Horowitz LSV Fund I, L.P., Andreessen Horowitz LSV Fund I-B, L.P., Andreessen Horowitz LSV Fund I-Q, L.P., AH Parallel Fund IV, L.P., AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., AH Parallel Fund IV-Q, L.P., AH Parallel Fund V, L.P., AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., AH Parallel Fund V-Q, L.P., Andreessen Horowitz LSV Fund III, L.P., Andreessen Horowitz LSV Fund III-B, L.P., AH 2022 Annual Fund, L.P., AH Equity Partners IV, L.L.C., AH Equity Partners LSV I, L.L.C., AH Equity Partners IV (Parallel), L.L.C., AH Equity Partners V (Parallel), L.L.C., AH Equity Partners LSV III, L.L.C., AH Equity Partners 2022 Annual Fund, L.L.C. and Benjamin Horowitz. This Form 4 has been split into three filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. |
| Andreessen Horowitz Fund IV, L.P., By: AH Equity Partners IV, L.L.C., Its: General Partner, By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer | 12/21/2021 | |
| Andreessen Horowitz Fund IV-A, L.P., By: AH Equity Partners IV, L.L.C., Its: General Partner, By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer | 12/21/2021 | |
| Andreessen Horowitz Fund IV-B, L.P., By: AH Equity Partners IV, L.L.C., Its: General Partner, By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer | 12/21/2021 | |
| Andreessen Horowitz Fund IV-Q, L.P., By: AH Equity Partners IV, L.L.C., Its: General Partner, By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer | 12/21/2021 | |
| AH Equity Partners IV, L.L.C., By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer | 12/21/2021 | |
| Andreessen Horowitz LSV Fund I, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 12/21/2021 | |
| Andreessen Horowitz LSV Fund I-B, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 12/21/2021 | |
| Andreessen Horowitz LSV Fund I-Q, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 12/21/2021 | |
| AH Equity Partners LSV I, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 12/21/2021 | |
| /s/ Scott Kupor, Attorney-in-Fact for Benjamin Horowitz | 12/21/2021 | |
| ** 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. | ||
