Rubrik (RBRK) SC 13G/A Rubrik / Greylock XIV Limited Partnership ownership change

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1 )*

RUBRIK, INC.

(Name of Issuer)

Class A Common Stock, $0.000025 par value per share

(Title of Class of Securities)

781154109

(CUSIP Number)

12/31/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

   Rule 13d-1(b)

   Rule 13d-1(c)

   Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 781154109

1

Names of Reporting Persons

Greylock XIV Limited Partnership

2

Check the appropriate box if a member of a Group (see instructions)

  (a)
  (b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 13,429,342.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,429,342.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,429,342.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

13.36 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:   Row 6, Row 8, and Row 9 represent 13,429,342 shares of Class B Common Stock, par value $0.000025 per share (the "Class B Common Stock"), of the issuer held directly by Greylock XIV Limited Partnership. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock, par value $0.000025 per share (the "Class A Common Stock"), of the issuer and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights. The percent of class in Row 11 was calculated based on 87,102,908 shares of Class A Common Stock outstanding as of November 30, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 12, 2024). The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 13,429,342 shares of Class B Common Stock held by Greylock XIV Limited Partnership represents 13.10% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 87,102,908 shares of Class A Common Stock and (ii) 98,140,824 shares of Class B Common Stock outstanding as of November 30, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 12, 2024).

SCHEDULE 13G

CUSIP No. 781154109

1

Names of Reporting Persons

Greylock XIV-A Limited Partnership

2

Check the appropriate box if a member of a Group (see instructions)

  (a)
  (b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 746,073.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 746,073.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

746,073.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.85 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:   Row 6, Row 8, and Row 9 represent 746,073 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights. The percent of class in Row 11 was calculated based on 87,102,908 shares of Class A Common Stock outstanding as of November 30, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 12, 2024). The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 746,073 shares of Class A Common Stock held by Greylock XIV-A Limited Partnership represents 0.73% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 87,102,908 shares of Class A Common Stock and (ii) 98,140,824 shares of Class B Common Stock outstanding as of November 30, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 12, 2024).

SCHEDULE 13G

CUSIP No. 781154109

1

Names of Reporting Persons

Greylock XIV Principals LLC

2

Check the appropriate box if a member of a Group (see instructions)

  (a)
  (b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 746,073.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 746,073.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

746,073.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.85 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:   Row 6, Row 8, and Row 9 represent 746,073 shares of Class B Common Stock held directly by Greylock XIV Principals LLC. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights. The percent of class in Row 11 was calculated based on 87,102,908 shares of Class A Common Stock outstanding as of November 30, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 12, 2024). The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 746,073 shares of Class A Common Stock held by Greylock XIV Principals LLC represents 0.73% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 87,102,908 shares of Class A Common Stock and (ii) 98,140,824 shares of Class B Common Stock outstanding as of November 30, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 12, 2024).

SCHEDULE 13G

CUSIP No. 781154109

1

Names of Reporting Persons

Greylock XIV GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

  (a)
  (b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 14,921,488.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,921,488.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,921,488.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

14.63 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:   Row 6, Row 8, and Row 9 represent 13,429,342 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 746,073 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, and 746,073 shares of Class B Common Stock held directly by Greylock XIV Principals LLC. Greylock XIV GP LLC is the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and the manager of Greylock XIV Principals LLC, and may be deemed to beneficially own the shares of stock held directly by Greylock XIV Limited Partnership, Greylock XIV-A Limited Partnership, and Greylock XIV Principals LLC. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights. The percent of class in Row 11 was calculated based on 87,102,908 shares of Class A Common Stock outstanding as of November 30, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 12, 2024). The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 13,429,342 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 746,073 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, and 746,073 shares of Class B Common Stock held directly by Greylock XIV Principals LLC represents 14.56% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 87,102,908 shares of Class A Common Stock and (ii) 98,140,824 shares of Class B Common Stock outstanding as of November 30, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on December 12, 2024).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: RUBRIK, INC.
(b)	Address of issuer's principal executive offices: 3495 Deer Creek Road, Palo Alto, California 94304
Item 2.
(a)	Name of person filing: The reporting persons are: (i) Greylock XIV Limited Partnership; (ii) Greylock XIV-A Limited Partnership; (iii) Greylock XIV Principals LLC; and (iv) Greylock XIV GP LLC, the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and manager of Greylock XIV Principals LLC.
(b)	Address or principal business office or, if none, residence: 2550 Sand Hill Road, Suite 200, Menlo Park, CA 94025
(c)	Citizenship: (i) Greylock XIV Limited Partnership, a Delaware limited partnership; (ii) Greylock XIV-A Limited Partnership, a Delaware limited partnership; (iii) Greylock XIV Principals LLC, a Delaware limited liability company; and (iv) Greylock XIV GP LLC, a Delaware limited liability company.
(d)	Title of class of securities: Class A Common Stock, $0.000025 par value per share
(e)	CUSIP No.: 781154109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),        please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Greylock XIV Limited Partnership directly owns 13,429,342 shares of Class B Common Stock. Greylock XIV-A Limited Partnership directly owns 746,073 shares of Class B Common Stock. Greylock XIV Principals LLC directly owns 746,073 shares of Class B Common Stock. Greylock XIV GP LLC is the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and the manager of Greylock XIV Principals LLC, and may be deemed to beneficially own 13,429,342 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 746,073 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, 746,073 shares of Class B Common Stock held directly by Greylock XIV Principals LLC.
(b)	Percent of class: Greylock XIV Limited Partnership directly owns 13,429,342 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 13.36% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 13,429,342 shares of Class B Common Stock held by Greylock XIV Limited Partnership represents, of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, 13.10%. Greylock XIV-A Limited Partnership directly owns 746,073 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 0.85% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 746,073 shares of Class B Common Stock held by Greylock XIV-A Limited Partnership represents, of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, 0.73%. Greylock XIV Principals LLC directly owns 746,073 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 0.85% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 746,073 shares of Class B Common Stock held by Greylock XIV Principals LLC represents, of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, 0.73%. Greylock XIV GP LLC is the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and the manager of Greylock XIV Principals LLC, and may be deemed to beneficially own 13,429,342 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 746,073 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, 746,073 shares of Class B Common Stock held directly by Greylock XIV Principals LLC, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 14.56% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 13,429,342 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 746,073 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, and 746,073 shares of Class B Common Stock held directly by Greylock XIV Principals LLC represents, of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, 17.15  %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Greylock XIV Limited Partnership 0 Greylock XIV-A Limited Partnership 0 Greylock XIV Principals LLC 0 Greylock XIV GP LLC 0
	(ii) Shared power to vote or to direct the vote: Greylock XIV Limited Partnership 13,429,342 Greylock XIV-A Limited Partnership 746,073 Greylock XIV Principals LLC 746,073 Greylock XIV GP LLC 14,921,488
	(iii) Sole power to dispose or to direct the disposition of: Greylock XIV Limited Partnership 0 Greylock XIV-A Limited Partnership 0 Greylock XIV Principals LLC 0 Greylock XIV GP LLC 0
	(iv) Shared power to dispose or to direct the disposition of: Greylock XIV Limited Partnership 13,429,342 Greylock XIV-A Limited Partnership 746,073 Greylock XIV Principals LLC 746,073 Greylock XIV GP LLC 14,921,488
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE
	After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Greylock XIV Limited Partnership

Signature:	By: Greylock XIV GP LLC, its: General Partner /s/ Donald A. Sullivan
Name/Title:	Donald A. Sullivan, Administrative Partner
Date:	02/13/2025

Greylock XIV-A Limited Partnership

Signature:	By: Greylock XIV GP LLC, its: General Partner /s/ Donald A. Sullivan
Name/Title:	Donald A. Sullivan, Administrative Partner
Date:	02/13/2025

Greylock XIV Principals LLC

Signature:	By: Greylock XIV GP LLC, its: Manager /s/ Donald A. Sullivan
Name/Title:	Donald A. Sullivan, Administrative Partner
Date:	02/13/2025

Greylock XIV GP LLC

Signature:	/s/ Donald A. Sullivan
Name/Title:	Donald A. Sullivan, Administrative Partner
Date:	02/13/2025