AH Parallel Fund V Form 4 Change in insider ownership

SEC Form 4

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^*

AH Parallel Fund IV, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Samsara Inc. [ IOT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2024

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	09/10/2024		J(1)		2,401,999	D	$0	0	I	By Andreessen Horowitz LSV Fund I, L.P.(2)
Class A Common Stock	09/10/2024		J(3)		10,949,016	D	$0	0	I	By Andreessen Horowitz Fund IV, L.P.(4)
Class A Common Stock	09/10/2024		J(5)		994,901	D	$0	0	I	By AH Parallel Fund IV, L.P.(6)(7)
Class A Common Stock	09/10/2024		J(8)		762,357	A	$0	792,154	I	By The 1997 Horowitz Family Trust(9)
Class A Common Stock	09/10/2024		J(8)		30,491	A	$0	30,491	I	By AH Capital Management, L.L.C.(10)
Class A Common Stock	09/11/2024		S		9,604	D	$44.34(11)	20,887	I	By AH Capital Management, L.L.C.(10)
Class A Common Stock	09/11/2024		S		9,959	D	$45.28(12)	10,928	I	By AH Capital Management, L.L.C.(10)
Class A Common Stock	09/11/2024		S		10,928	D	$45.94(13)	0	I	By AH Capital Management, L.L.C.
Class A Common Stock	09/11/2024		C		211,144	A	$0	211,144	I	By Andreessen Horowitz LSV Fund I, L.P.(2)
Class A Common Stock	09/11/2024		C		88,903	A	$0	88,903	I	By AH Parallel Fund V, L.P.(14)(15)
Class A Common Stock	09/11/2024		S		493	D	$42.75(16)	210,651	I	By Andreessen Horowitz LSV Fund I, L.P.(2)
Class A Common Stock	09/11/2024		S		207	D	$42.75(16)	88,696	I	By AH Parallel Fund V, L.P.(14)(15)
Class A Common Stock	09/11/2024		S		48,259	D	$44.13(17)	162,392	I	By Andreessen Horowitz LSV Fund I, L.P.(2)
Class A Common Stock	09/11/2024		S		20,320	D	$44.13(17)	68,376	I	By AH Parallel Fund V, L.P.(14)(15)
Class A Common Stock	09/11/2024		S		76,005	D	$44.8(18)	86,387	I	By Andreessen Horowitz LSV Fund I, L.P.(2)
Class A Common Stock	09/11/2024		S		32,002	D	$44.8(18)	36,374	I	By AH Parallel Fund V, L.P.(14)(15)
Class A Common Stock	09/11/2024		S		86,387	D	$45.79(19)	0	I	By Andreessen Horowitz LSV Fund I, L.P.(2)
Class A Common Stock	09/11/2024		S		36,374	D	$45.79(19)	0	I	By AH Parallel Fund V, L.P.(14)(15)
Class A Common Stock								3,995,652	I	By Andreessen Horowitz LSV Fund III, L.P.(20)(21)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(22)	09/11/2024		C			211,144	(22)	(22)	Class A Common Stock	211,144	$0	9,396,850	I	By Andreessen Horowitz LSV Fund I, L.P.(2)
Class B Common Stock	(22)	09/11/2024		C			88,903	(22)	(22)	Class A Common Stock	88,903	$0	5,427,961	I	By AH Parallel Fund V, L.P.(14)(15)
Class B Common Stock	(22)							(22)	(22)	Class A Common Stock	43,796,062		43,796,062	I	By Andreessen Horowitz Fund IV, L.P.(4)
Class B Common Stock	(22)							(22)	(22)	Class A Common Stock	3,979,600		3,979,600	I	By AH Parallel Fund IV, L.P.(6)(7)

1. Name and Address of Reporting Person^*

AH Parallel Fund IV, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund IV-A, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund IV-B, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund IV-Q, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund V, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund V-A, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund V-B, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund V-Q, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Equity Partners IV (Parallel), L.L.C.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Equity Partners V (Parallel), L.L.C.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. On September 10, 2024, the AH LSV Fund I Entities (as defined below) distributed, for no consideration, 2,401,999 shares of the Issuer's Class A Common Stock (the "AH LSV Fund I Shares") to their limited partners and to AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, representing each such partner's pro rata interest in such AH LSV Fund I Shares. On the same date, AH EP LSV I distributed, for no consideration, the AH LSV Fund I Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH LSV Fund I Shares. The aforementioned distributions are collectively referred to herein as the "AH LSV Fund I Distribution."

2. These shares 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 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 shares 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 shares 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 such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

3. On September 10, 2024, the AH Fund IV Entities (as defined below) distributed, for no consideration, 10,949,016 shares of the Issuer's Class A Common Stock (the "AH Fund IV Shares") to their limited partners and to AH Equity Partners IV, L.L.C. ("AH EP IV"), the general partner of the AH Fund IV Entities, representing each such partner's pro rata interest in such AH Fund IV Shares. On the same date, AH EP IV distributed, for no consideration, the AH Fund IV Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH Fund IV Shares. The aforementioned distributions are collectively referred to herein as the "AH Fund IV Distribution."

4. These shares 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 EP IV, the general partner of the AH Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares 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 shares 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 such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

5. On September 10, 2024, the AH Parallel Fund IV Entities (as defined below) distributed, for no consideration, 994,901 shares of the Issuer's Class A Common Stock (the "AH Parallel Fund IV Shares") to their limited partners and to AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, representing each such partner's pro rata interest in such AH Parallel Fund IV Shares. On the same date, AH EP IV Parallel distributed, for no consideration, the AH Parallel Fund IV Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH Parallel Fund IV Shares. The aforementioned distributions are collectively referred to herein as the "AH Parallel Fund IV Distribution."

6. These shares 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 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 shares held by the AH Parallel Fund IV Entities.

7. (Continued from Footnote 6) 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 shares 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 such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

8. These shares were acquired pursuant to the AH LSV Fund I Distribution, the AH Fund IV Distribution and the AH Parallel Fund IV Distribution. The acquisition of such shares was made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

9. These shares are held of record by The 1997 Horowitz Family Trust, of which Benjamin Horowitz is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Benjamin Horowitz, disclaims beneficial ownership of these securities, 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.

10. These shares are held of record by AH Capital Management, L.L.C. ("AH Capital"). The members of AH Capital are Marc Andreessen and Benjamin Horowitz, who share voting and dispositive power with respect to the shares held by AH Capital. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH Capital 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.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.78 to $44.76 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.78 to $45.75 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.80 to $46.11 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

14. These shares 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 shares held by the AH Parallel Fund V Entities. Marc Andreessen and Benjamin Horowitz are managing members of AH EP V Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund V Entities.

15. (Continued from Footnote 14) 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 such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.36 to $43.21 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.37 to $44.36 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.37 to $45.36 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.37 to $46.03 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

20. These shares are held of record by 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"). 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. 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.

21. (Continued from Footnote 20) 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 such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

22. 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.

Remarks:

This Form 4 is the second of three Forms 4 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.

	AH Parallel Fund IV, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	09/12/2024
	AH Parallel Fund IV-A, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	09/12/2024
	AH Parallel Fund IV-B, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	09/12/2024
	AH Parallel Fund IV-Q, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	09/12/2024
	AH Parallel Fund V, L.P., By: AH Equity Partners V (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	09/12/2024
	AH Parallel Fund V-A, L.P., By: AH Equity Partners V (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	09/12/2024
	AH Parallel Fund V-B, L.P., By: AH Equity Partners V (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	09/12/2024
	AH Parallel Fund V-Q, L.P., By: AH Equity Partners V (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	09/12/2024
	AH Equity Partners IV (Parallel), L.L.C., By: /s/ Phil Hathaway, Chief Operating Officer	09/12/2024
	AH Equity Partners V (Parallel), L.L.C., By: /s/ Phil Hathaway, Chief Operating Officer	09/12/2024
	** Signature of Reporting Person	Date
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