General Catalyst Group Management Holdings GP SC 13D/A Samsara / General Catalyst Group Management Holdings GP ownership change

General Catalyst Group Management Holdings GP SC 13D/ASamsara / General Catalyst Group Management Holdings GP ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Samsara Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

79589L106

(CUSIP Number)

Christopher McCain

General Catalyst Partners

20 University Road, 4th Floor, Cambridge, MA 02138

(617) 234-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 16, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

The information required on 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. 79589L106		13D		Page 2 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst Group Management Holdings GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 3 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst Group Management Holdings, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 4 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst Group Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 5 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst Group VIII, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 6 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst Group VIII Supplemental, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 7 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst Partners VIII, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 8 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst GP VIII, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 9 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). GC Venture VIII, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 10 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). GC Venture VIII Manager, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 11 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). GC Venture VIII-B, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 12 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). GC Venture VIII-B Manager, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 13 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst Group X - Endurance, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 14 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst Partners X – Growth Venture, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 15 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst GP X – Growth Venture, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 16 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst Group XI - Endurance, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 17 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst Partners XI – Endurance, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 79589L106		13D		Page 18 of 23 Pages


1		NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General Catalyst Endurance GP XI, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Schedule 13D

This Statement represents Amendment No. 1 to the Schedule 13D (the “Original Schedule 13D”) originally filed with the Securities and Exchange Commission by the Reporting Persons on December 27, 2021. All capitalized terms not otherwise defined herein have the meanings set forth in the Original Schedule 13D. Except as otherwise provided herein, each item of the Original Schedule 13D remains unchanged.

Item 5. Interest in Securities of the Issuer.

Sections (a), (b) and (c) of Item 5 are hereby amended and restated in their entirety as follows:

(a)

GC VIII is the record owner of 11,187,815 of the GC Shares. As the sole general partner of GC VIII, GC VIII GPLP may be deemed to own beneficially such GC Shares. As the sole general partner of GC VIII GPLP, GC VIII GPLLC may be deemed to own beneficially such GC Shares. GC VIII Supplemental is the record owner of 3,187,815 of the GC Shares. As the sole general partner of GC VIII Supplemental, GC VIII GPLP may be deemed to own beneficially such GC Shares. As the sole general partner of GC VIII GPLP, GC VIII GPLLC may be deemed to own beneficially such GC Shares. GC Venture VIII is the record owner of 3,943,716 of the GC Shares. As the manager of GC Venture VIII, GC Venture VIII Manager may be deemed to own beneficially such GC Shares. GC Venture VIII-B is the record owner of 8,588,813 of the GC Shares. As the manager of GC Venture VIII-B, GC Venture VIII-B Manager may be deemed to own beneficially such GC shares. GC X is the record owner of 4,520,428 of the GC Shares. As the sole general partner of GC X, GC X GPLP may be deemed to own beneficially such GC Shares. As the sole general partner of GC X GPLP, GC X GPLLC may be deemed to own beneficially such GC Shares. GC XI is the record owner of 2,000,000 of the GC Shares. As the sole general partner of GC XI, GC XI GPLP may be deemed to own beneficially such GC Shares. As the sole general partner of GC XI GPLP, GC XI GPLLC may be deemed to own beneficially such GC Shares. By virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, each entity and Reporting Person may be deemed to share the power to direct the disposition and/or vote of the GC Shares.

As the manager of each of GC VIII GPLLC, GC X GPLLC, GC XI GPLLC and the SPV Managers, GCGM LLC may be deemed to own beneficially such GC Shares. As the manager of GCGM LLC, GCGM LP may be deemed to own beneficially such GC Shares. As the general partner of GCGM LP, GCGM Holdings may be deemed to own beneficially such GC Shares. As the managers of the SPVs, respectively, the SPV Managers may be deemed to own beneficially such GC Shares.

Further, each Reporting Person disclaims beneficial ownership of the GC Shares except for the shares, if any, such Reporting Person holds of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 calculated using the outstanding shares of Class A Common Stock only (assuming full conversion of the shares of Class B Common Stock held of record by the Reporting Persons, but not any of the shares of Class B Common Stock held by any other person). As disclosed in the Issuer’s Form 10-Q filed on December 6, 2022 with the Securities and Exchange Commission (File No. 001-41140), the Issuer had 126,025,755 outstanding shares of Class A Common Stock and 392,850,088 outstanding shares of Class B Common Stock as of November 29, 2022. On March 13, 2023, GC VIII converted 3,000,000 shares of Class B Common Stock into Class A Common Stock. On March 15, 2023, GC VIII Supplemental converted 11,000,000 shares of Class B Common Stock into Class A Common Stock.

(b)

Regarding the number of shares as to which such person has:

(i)	sole power to vote or to direct the vote: See line 7 of cover sheets

(ii)	shared power to vote or to direct the vote: See line 8 of cover sheets

(iii)

sole power to dispose or to direct the disposition: See line 9 of cover sheets.

(iv)	shared power to dispose or to direct the disposition: See line 10 of cover sheets

(c)

On March 13, 2023, GC VIII sold 3,000,000 shares of the Issuer’s Class A Common Stock, for $18.86 per share.

Effective March 16, 2023, GC VIII Supplemental distributed in-kind, without consideration, a total of 11,000,000 shares of Class A Common Stock of the Issuer to its general and limited partners.

Effective March 20, 2023, GC VIII GPLP distributed in-kind, without consideration, a total of 2,242,473 shares of Class A Common Stock of the Issuer to its general and limited partners.

Effective March 20, 2023, GCSE VIII, L.P. distributed in-kind, without consideration, a total of 339,435 shares of Class A Common Stock of the Issuer to its general and limited partners.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.

(e)

Not applicable.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1—Agreement regarding joint filing Schedule 13D

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 20th day of March, 2023.


GENERAL CATALYST GROUP VIII, L.P.
By:	GENERAL CATALYST PARTNERS VIII, L.P.
	its General Partner
	By:	GENERAL CATALYST GP VIII, LLC
		its General Partner
		By:	/s/ Christopher McCain
			Christopher McCain
			Chief Legal Officer

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:	/s/ Christopher McCain
			Christopher McCain
			Chief Legal Officer

GC VENTURE VIII, LLC
By:	GC VENTURE VIII MANAGER, LLC
	its Manager
	By:	GENERAL CATALYST GROUP MANAGEMENT, LLC
		its Manager
		By:	/s/ Christopher McCain
			Christopher McCain
			Chief Legal Officer


GC VENTURE VIII-B, LLC
By:	GC VENTURE VIII-B MANAGER, LLC
	its Manager
	By:	GENERAL CATALYST GROUP MANAGEMENT, LLC
		its Manager
	By:	/s/ Christopher McCain
		Christopher McCain
		Chief Legal Officer


GENERAL CATALYST GROUP X—ENDURANCE, L.P.
By:	GENERAL CATALYST PARTNERS X – GROWTH VENTURE, L.P.
	its General Partner
	By:	GENERAL CATALYST GP X – GROWTH VENTURE, LLC
		its General Partner
		By:	/s/ Christopher McCain
			Christopher McCain
			Chief Legal Officer


GENERAL CATALYST GROUP XI—ENDURANCE, L.P.
By:	GENERAL CATALYST PARTNERS XI – ENDURANCE, L.P.
	its General Partner
	By:	GENERAL CATALYST ENDURANCE GP XI, LLC
		its General Partner
		By:	/s/ Christopher McCain
			Christopher McCain
			Chief Legal Officer


GENERAL CATALYST PARTNERS VIII, L.P.
By:	GENERAL CATALYST GP VIII, LLC
	its General Partner
	By:	/s/ Christopher McCain
		Christopher McCain
		Chief Legal Officer



GC VENTURE VIII MANAGER, LLC
By:	GENERAL CATALYST GROUP MANAGEMENT, LLC
	its Manager
	By:	/s/ Christopher McCain
		Christopher McCain
		Chief Legal Officer



GC VENTURE VIII-B MANAGER, LLC
By:		GENERAL CATALYST GROUP MANAGEMENT, LLC
		its Manager
By:		/s/ Christopher McCain
		Christopher McCain
		Chief Legal Officer


GENERAL CATALYST GP VIII, LLC
By:		/s/ Christopher McCain
		Christopher McCain
		Chief Legal Officer

GENERAL CATALYST GP X – GROWTH VENTURE, LLC
By:		/s/ Christopher McCain
		Christopher McCain
		Chief Legal Officer

GENERAL CATALYST GP XI – ENDURANCE, LLC
By:		/s/ Christopher McCain
		Christopher McCain
		Chief Legal Officer

GENERAL CATALYST GROUP MANAGEMENT, LLC
By:		/s/ Christopher McCain
		Christopher McCain
		Chief Legal Officer

GENERAL CATALYST GROUP MANAGEMENT HOLDINGS, L.P.
By:		GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC
		its General Partner
By:		/s/ Christopher McCain
		Christopher McCain
		Chief Legal Officer

GENERAL CATALYST GROUP MANAGEMENT HOLDINGS GP, LLC
By:		/s/ Christopher McCain
		Christopher McCain
		Chief Legal Officer

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

0 shares

SHARED VOTING POWER

33,428,587 shares

SOLE DISPOSITIVE POWER

0 shares

SHARED DISPOSITIVE POWER

33,428,587 shares