GC Venture VIII Form 3 Initial statement of insider ownership

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

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1. Name and Address of Reporting Person^*

General Catalyst Group VIII Supplemental, L.P.

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2021

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

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

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)

	Form filed by One Reporting Person
X	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	(1)	Class B Common Stock	21,232,344	(1)	I	See footnotes(2)(3)(4)
Series D Preferred Stock	(1)	(1)	Class B Common Stock	5,001,080	(1)	I	See footnotes(2)(3)(5)
Series E Preferred Stock	(1)	(1)	Class B Common Stock	5,633,880	(1)	I	See footnotes(2)(3)(6)
Series F Preferred Stock	(1)	(1)	Class B Common Stock	13,561,283	(1)	I	See footnotes(2)(3)(7)

1. Name and Address of Reporting Person^*

General Catalyst Group VIII Supplemental, L.P.

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Catalyst Group VIII, L.P.

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD 4TH FLOOR,

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GC Venture VIII, LLC

(Last) (First) (Middle)

20 UNIVERSITY RD, SUITE 450,

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GC Venture VIII-B, LLC

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD 4TH FLOOR,

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Catalyst Group X - Endurance, L.P.

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD 4TH FLOOR,

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

Explanation of Responses:

1. The Series C, Series D, Series E and Series F Preferred Stock are each convertible into Class B Common Stock on a 1:1 basis and have no expiration date. Upon the closing of the Issuer's initial public offering, all shares of Series C, Series D, Series E and Series F Preferred Stock will be converted into shares of Class B Common Stock of the Issuer. 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

2. General Catalyst Group Management Holdings GP, LLC ("GCGMH LLC") is the general partner of General Catalyst Group Management Holdings, L.P., which is the manager of General Catalyst Group Management, LLC, which is (a) the manager of GC Venture VIII Manager, LLC, which is the manager of GCVVIII, (b) the manager of GC Venture VIII-B Manager, LLC, which is the manager of GCVVIIIB, (c) the manager of General Catalyst GP VIII, LLC ("GCGPVIII"), which is the general partner of General Catalyst Partners VIII, L.P., which is the general partner of GCGVIII and GCGVIIIS and

3. (d) the manager of General Catalyst GP X - Growth Venture LLC, which is the general partner of General Catalyst Partners X - Growth Venture, L.P., which is the general partner of GCGXE. Kenneth Chenault, Joel Cutler, David Fialkow and Hemant Taneja are managing members of GCGMH LLC, and, as a result, may be deemed to share voting and investment power with respect to the shares held by GCVVIII, GCVVIIIB, GCGVIIIS, GCGVIII and GCGXE. Each party named above disclaims beneficial ownership of such shares.

4. Consists of 10,616,172 shares held of record by General Catalyst Group VIII Supplemental, L.P. and 10,616,172 shares held of record by General Catalyst Group VIII, L.P.

5. Consists of 2,500,540 shares held of record by General Catalyst Group VIII Supplemental, L.P. and 2,500,540 shares held of record by General Catalyst Group VIII, L.P.

6. Consists of 3,943,716 shares held of record by GC Venture VIII, LLC, 845,082 shares held of record by General Catalyst Group VIII Supplemental, L.P. and 845,082 shares held of record by General Catalyst Group VIII, L.P.

7. Consists of 8,588,813 shares held of record by GC Venture VIII-B, LLC, 226,021 shares held of record by General Catalyst Group VIII Supplemental, L.P., 226,021 shares held of record by General Catalyst Group VIII, L.P. and 4,520,428 shares held of record by General Catalyst Group X - Endurance, L.P.

Remarks:

	General Catalyst Group VIII, LP, By: General Catalyst Partners VIII, L.P., Its General Partner, By: General Catalyst GP VIII, LLC, Its General Partner; By: Christopher McCain	12/14/2021
	General Catalyst Group VIII Supplemental, L.P., By: General Catalyst Partners VIII, L.P., Its General Partner, By: General Catalyst GP VIII, LLC, Its General Partner; By: Christopher McCain	12/14/2021
	GC Ventures VIII, LLC, By: GC Venture VIII Manager, LLC, Its Manager, By: General Catalyst Group Management, LLC, Its Manager; By: Christopher McCain	12/14/2021
	GC Ventures VIII-B, LLC, By: GC Venture VIII-B Manager, LLC, Its Manager, By: General Catalyst Group Management, LLC, Its Manager; By: Christopher McCain	12/14/2021
	General Catalyst Group X - Endurance, L.P., By: General Partner for General Catalyst Partners X - Growth Ventures, L..P., By: General Catalyst GP X - Growth Ventures LLC, its General Partner, By: /s/ Christopher McCain	12/14/2021
	** Signature of Reporting Person	Date
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