Rubrik (RBRK) SC 13G/A Rubrik / Khosla Ventures V 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

Khosla Ventures V, L.P.

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:   Relating to Item 2 of this page: This statement on Schedule 13G is filed by Khosla Ventures V, L.P. ("KV V"), Khosla Ventures Associates V, LLC ("KVA V"), Khosla Ventures VI, L.P. ("KV VI"), Khosla Ventures Associates VI, LLC ("KVA VI"), VK Services, LLC ("VK Services") and Vinod Khosla ("Khosla", together with KV V, KVA V, KV VI, KVA VI and VK Services, collectively, the "Reporting Persons"). The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Relating to Items 6, 8, and 9 of this page: Shares of Class A Common Stock beneficially owned by KV V are comprised of Class B Common Stock held by KV V, of which KVA V is the general partner. 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. Khosla is the managing member of VK Services, which is the sole manager of KVA V. Each of KVA V, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V. Relating to Item 11 of this page: The percentages set forth on the cover pages assume the conversion of all such Reporting Persons' Class B Common Stock into Class A Common Stock and are calculated based on 87,102,908 shares of the Class A Common Stock outstanding as of November 30, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 12, 2024.

SCHEDULE 13G

CUSIP No. 781154109

1

Names of Reporting Persons

Khosla Ventures Associates V, 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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:   Relating to Item 2 of this page: This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Relating to Items 6, 8, and 9 of this page: Shares of Class A Common Stock beneficially owned by KV V are comprised of Class B Common Stock held by KV V, of which KVA V is the general partner. 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. Khosla is the managing member of VK Services, which is the sole manager of KVA V. Each of KVA V, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V. Relating to Item 11 of this page: The percentages set forth on the cover pages assume the conversion of all such Reporting Persons' Class B Common Stock into Class A Common Stock and are calculated based on 87,102,908 shares of the Class A Common Stock outstanding as of November 30, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 12, 2024.

SCHEDULE 13G

CUSIP No. 781154109

1

Names of Reporting Persons

Khosla Ventures VI, L.P.

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,061,400.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,061,400.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,061,400.00

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)

1.2 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:   Relating to Item 2 of this page: This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Relating to Items 6, 8, and 9 of this page: All of the shares of Class A Common Stock beneficially owned by KV VI are comprised of Class B Common Stock held by KV VI, of which KVA VI is the general partner. 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. Khosla is the managing member of VK Services, which is the sole manager of KVA VI. Each of KVA VI, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV VI, and each of KVA VI, VK Services, and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV VI. Relating to Item 11 of this page: The percentages set forth on the cover pages assume the conversion of all such Reporting Persons' Class B Common Stock into Class A Common Stock and are calculated based on 87,102,908 shares of the Class A Common Stock outstanding as of November 30, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 12, 2024.

SCHEDULE 13G

CUSIP No. 781154109

1

Names of Reporting Persons

Khosla Ventures Associates VI, 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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,061,400.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,061,400.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,061,400.00

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)

1.2 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:   Relating to Item 2 of this page: This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Relating to Items 6, 8, and 9 of this page: All of the shares of Class A Common Stock beneficially owned by KVA VI are comprised of Class B Common Stock held by KV VI, of which KVA VI is the general partner. 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. Khosla is the managing member of VK Services, which is the sole manager of KVA VI. Each of KVA VI, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV VI, and each of KVA VI, VK Services, and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV VI. Relating to Item 11 of this page: The percentages set forth on the cover pages assume the conversion of all such Reporting Persons' Class B Common Stock into Class A Common Stock and are calculated based on 87,102,908 shares of the Class A Common Stock outstanding as of November 30, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 12, 2024.

SCHEDULE 13G

CUSIP No. 781154109

1

Names of Reporting Persons

VK Services, 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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,956,551.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,956,551.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,956,551.00

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)

2.2 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:   Relating to Item 2 of this page: This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Relating to Items 6, 8, and 9 of this page: 895,151 of the shares of Class A Common Stock beneficially owned by VK Services are comprised of shares of Class B Common Stock held by VK Services. The remaining 1,061,400 shares beneficially owned by VK Services are comprised of Class B Common Stock held by KV VI. 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. The general partner of KV VI is KVA VI. Khosla is the managing member of VK Services, which is the sole manager of KVA VI. Each of KVA VI, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV VI, and each of KVA VI, VK Services, and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV VI. Relating to Item 11 of this page: The percentages set forth on the cover pages assume the conversion of all such Reporting Persons' Class B Common Stock into Class A Common Stock and are calculated based on 87,102,908 shares of the Class A Common Stock outstanding as of November 30, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 12, 2024.

SCHEDULE 13G

CUSIP No. 781154109

1

Names of Reporting Persons

Vinod Khosla

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,956,551.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,956,551.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,956,551.00

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)

2.2 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:   Relating to Item 2 of this page: This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. Relating to Items 6, 8, and 9 of this page: All of the shares of Class A Common Stock beneficially owned by Khosla are comprised of Class B Common Stock held by KV VI and VK Services. KVA VI is the general partner of KV VI. 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. Khosla is the managing member of VK Services, which is the sole manager of KVA VI. Each of KVA VI, VK Services and Khosla may be deemed to possess voting and investment control over such securities held by KV VI, and each of KVA VI, VK Services, and Khosla may be deemed to have indirect beneficial ownership of such securities held by KV VI. Khosla holds no shares of the Issuer directly. Relating to Item 11 of this page: The percentages set forth on the cover pages assume the conversion of all such Reporting Persons' Class B Common Stock into Class A Common Stock and are calculated based on 87,102,908 shares of the Class A Common Stock outstanding as of November 30, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission 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, CA 94304
Item 2.
(a)	Name of person filing: Khosla Ventures V, L.P. ("KV V") Khosla Ventures Associates V, LLC ("KVA V") Khosla Ventures VI, L.P. ("KV VI") Khosla Ventures Associates VI, LLC ("KVA VI") VK Services, LLC ("VK Services") Vinod Khosla ("Khosla")
(b)	Address or principal business office or, if none, residence: Khosla Ventures 2128 Sand Hill Road Menlo Park, California 94025
(c)	Citizenship: KV V - Delaware, United States of America KVA V - Delaware, United States of America KV VI - Delaware, United States of America KVA VI - Delaware, United States of America VK Services - Delaware, United States of America Khosla - United States of America
(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: See responses to Item 9 on the attached cover pages. The amount beneficially owned represents the number of shares of Class A Common Stock and the number of shares of Class A Common Stock issuable upon exercise of options, warrants and other convertible securities (including Class B Common Stock) that are exercisable or convertible within 60 days of the date of this statement on Schedule 13G currently beneficially owned by the Reporting Persons.
(b)	Percent of class: See responses to Item 11 on the attached cover pages. The percentages set forth on the cover pages assume the conversion of all such Reporting Persons' Class B Common Stock into Class A Common Stock and are calculated based on 87,102,908 shares of the Class A Common Stock outstanding as of November 30, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 12, 2024.  %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses to Item 5 on the attached cover pages.
	(ii) Shared power to vote or to direct the vote: See responses to Item 6 on the attached cover pages.
	(iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on the attached cover pages.
	(iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on the attached cover pages.
Item 5.	Ownership of 5 Percent or Less of a Class.
	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.

Khosla Ventures V, L.P.

Signature:	/s/ Vinod Khosla
Name/Title:	Vinod Khosla/Managing Member of Khosla Ventures Associates V, LLC, general partner of Khosla Ventures V, L.P.
Date:	02/14/2025

Khosla Ventures Associates V, LLC

Signature:	/s/ Vinod Khosla
Name/Title:	Vinod Khosla/Managing Member
Date:	02/14/2025

Khosla Ventures VI, L.P.

Signature:	/s/ Vinod Khosla
Name/Title:	Vinod Khosla/Managing Member of Khosla Ventures Associates VI, LLC, general partner of Khosla Ventures VI, L.P.
Date:	02/14/2025

Khosla Ventures Associates VI, LLC

Signature:	/s/ Vinod Khosla
Name/Title:	Vinod Khosla/Managing Member
Date:	02/14/2025

VK Services, LLC

Signature:	/s/ Vinod Khosla
Name/Title:	Vinod Khosla/Manager
Date:	02/14/2025

Vinod Khosla

Signature:	/s/ Vinod Khosla
Name/Title:	Vinod Khosla/Individually
Date:	02/14/2025

Comments accompanying signature:   Exhibit Information: 99.1 Agreement regarding joint filing of Schedule 13G