Rubrik 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Lightspeed Venture Partners IX, L.P.

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rubrik, Inc. [ RBRK ]

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)
04/29/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	04/29/2024		C			14,132,696	⁽¹⁾	⁽¹⁾	Class B Common Stock	14,132,696	$0	0	D⁽²⁾
Series B Preferred Stock	⁽¹⁾	04/29/2024		C			3,329,928	⁽¹⁾	⁽¹⁾	Class B Common Stock	3,329,928	$0	0	D⁽²⁾
Series E Preferred Stock	⁽¹⁾	04/29/2024		C			297,192	⁽¹⁾	⁽¹⁾	Class B Common Stock	297,192	$0	0	D⁽²⁾
Class B Common Stock	⁽³⁾	04/29/2024		C		17,759,816		⁽³⁾	⁽³⁾	Class A Common Stock	17,759,816	$0	17,759,816	D⁽²⁾
Series C Preferred Stock	⁽¹⁾	04/29/2024		C			2,940,030	⁽¹⁾	⁽¹⁾	Class B Common Stock	2,940,030	$0	0	I	By Lightspeed Venture Partners Select II, L.P.⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	04/29/2024		C			843,732	⁽¹⁾	⁽¹⁾	Class B Common Stock	843,732	$0	0	I	By Lightspeed Venture Partners Select II, L.P.⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	04/29/2024		C			339,648	⁽¹⁾	⁽¹⁾	Class B Common Stock	339,648	$0	0	I	By Lightspeed Venture Partners Select II, L.P.⁽⁴⁾
Class B Common Stock	⁽³⁾	04/29/2024		C		4,123,410		⁽³⁾	⁽³⁾	Class A Common Stock	4,123,410	$0	4,123,410	I	By Lightspeed Venture Partners Select II, L.P.⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	04/29/2024		C			8,015,457	⁽¹⁾	⁽¹⁾	Class B Common Stock	8,015,457	$0	0	I	By Lightspeed SPV I, LLC⁽⁵⁾
Class B Common Stock	⁽³⁾	04/29/2024		C		8,015,457		⁽³⁾	⁽³⁾	Class A Common Stock	8,015,457	$0	8,015,457	I	By Lightspeed SPV I, LLC⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	04/29/2024		C			5,094,719	⁽¹⁾	⁽¹⁾	Class B Common Stock	5,094,719	$0	0	I	By Lightspeed SPV I-B, LLC⁽⁶⁾
Class B Common Stock	⁽³⁾	04/29/2024		C		5,094,719		⁽³⁾	⁽³⁾	Class A Common Stock	5,094,719	$0	5,094,719	I	By Lightspeed SPV I-B, LLC⁽⁶⁾
Series E Preferred Stock	⁽¹⁾	04/29/2024		C			3,566,303	⁽¹⁾	⁽¹⁾	Class B Common Stock	3,566,303	$0	0	I	By Lightspeed SPV I-C, LLC⁽⁷⁾
Class B Common Stock	⁽³⁾	04/29/2024		C		3,566,303		⁽³⁾	⁽³⁾	Class A Common Stock	3,566,303	$0	3,566,303	I	By Lightspeed SPV I-C, LLC⁽⁷⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	406,637		406,637	I	By Lightspeed Venture Partners X, L.P.⁽⁸⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	18,084		18,084	I	By Lightspeed Affiliates X, L.P⁽⁹⁾

1. Name and Address of Reporting Person^*

Lightspeed Venture Partners IX, L.P.

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightspeed General Partner IX, L.P.

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightspeed Ultimate General Partner IX, Ltd.

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightspeed Venture Partners Select II, L.P.

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightspeed General Partner Select II, L.P.

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightspeed Ultimate General Partner Select II, Ltd.

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightspeed Venture Partners X, L.P.

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightspeed Affiliates X, L.P.

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightspeed General Partner X, L.P.

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightspeed Ultimate General Partner X, Ltd.

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock converted into Class B Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering, and had no expiration date.

2. Shares are held by Lightspeed Venture Partners IX, L.P. ("Lightspeed IX"). Lightspeed General Partner IX, L.P. ("LGP IX") is the general partner of Lightspeed IX. Lightspeed Ultimate General Partner IX, Ltd. ("LUGP IX") is the general partner of LGP IX. Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of LUGP IX and share voting and dispositive power with respect to the shares held by Lightspeed IX. Each of LGP IX, LUGP IX and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

3. Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is also convertible at any time at the option of the holder into one share of Class A Common Stock.

4. Shares are held by Lightspeed Venture Partners Select II, L.P. ("Lightspeed Select II"). Lightspeed General Partner Select II, L.P. ("LGP Select II") is the general partner of Lightspeed Select II. Lightspeed Ultimate General Partner Select II, Ltd. ("LUGP Select II") is the general partner of LGP Select II. Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of LUGP Select II and share voting and dispositive power with respect to the shares held by Lightspeed Select II. Each of LGP Select II, LUGP Select II and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

5. Shares are held by Lightspeed SPV I, LLC ("Lightspeed SPV I"). LS SPV Management, LLC ("LS SPV") is the manager of Lightspeed SPV I. Barry Eggers, Ravi Mhatre and Peter Nieh are the managing members of LS SPV and share voting and dispositive power with respect to the shares held by Lightspeed SPV I. Each of LS SPV and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

6. Shares are held by Lightspeed SPV I-B, LLC ("Lightspeed SPV I-B"). LS SPV is the manager of Lightspeed SPV I-B. Barry Eggers, Ravi Mhatre, and Peter Nieh are the managing members of LS SPV and share voting and dispositive power with respect to the shares held by Lightspeed SPV I-B. Each of LS SPV and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

7. Shares are held by Lightspeed SPV I-C, LLC ("Lightspeed SPV I-C"). LS SPV is the manager of Lightspeed SPV I-C. Barry Eggers, Ravi Mhatre, and Peter Nieh are the managing members of LS SPV and share voting and dispositive power with respect to the shares held by Lightspeed SPV I-C. Each of LS SPV and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

8. Shares are held by Lightspeed Venture Partners X, L.P. ("Lightspeed X"). Lightspeed General Partner X, L.P. ("LGP X") is the general partner of Lightspeed X. Lightspeed Ultimate General Partner X, Ltd. ("LUGP X") is the general partner of LGP X. Barry Eggers, Ravi Mhatre, and Peter Nieh are the directors of LUGP X and share voting and dispositive power with respect to the shares held by Lightspeed X. Each of LGP X, LUGP X and Messrs. Eggers Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

9. Shares are held by Lightspeed Affiliates X, L.P. ("Lightspeed Affiliates X"). LGP X, is the general partner of Lightspeed Affiliates X. LUGP X is the general partner of LGP X. Barry Eggers, Ravi Mhatre, and Peter Nieh are the directors of LUGP X and share voting and dispositive power with respect to the shares held by Lightspeed Affiliates X. Each of LGP X, LUGP X and Messrs. Eggers Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

Remarks:

1 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 3 is being filed in conjunction with the Form 3 being filed by Lightspeed SPV I, LLC and other filing persons.

	Lightspeed Venture Partners IX, L.P., By: Lightspeed General Partner IX, L.P., its General Partner, By: Lightspeed Ultimate General Partner IX, Ltd., its General Partner, By /s/ Ravi Mhatre, Director	05/01/2024
	Lightspeed General Partner IX, L.P., By: Lightspeed Ultimate General Partner IX, Ltd., its General Partner, By /s/ Ravi Mhatre, Director	05/01/2024
	Lightspeed Ultimate General Partner IX, Ltd., By /s/ Ravi Mhatre, Director	05/01/2024
	Lightspeed Venture Partners Select II, L.P., By: Lightspeed General Partner Select II, L.P., its General Partner, By: Lightspeed Ultimate General Partner Select II, Ltd., its General Partner, By /s/ Ravi Mhatre, Director	05/01/2024
	Lightspeed General Partner Select II, L.P., By: Lightspeed Ultimate General Partner Select II, Ltd., its General Partner, By /s/ Ravi Mhatre, Director	05/01/2024
	Lightspeed Ultimate General Partner Select II, Ltd., By /s/ Ravi Mhatre, Director	05/01/2024
	Lightspeed Venture Partners X, L.P., By: Lightspeed General Partner X, L.P., its General Partner, By: Lightspeed Ultimate General Partner X, Ltd., its General Partner, By /s/ Ravi Mhatre, Director	05/01/2024
	Lightspeed Affiliates X, L.P., By: Lightspeed General Partner X, L.P., its General Partner, By: Lightspeed Ultimate General Partner X, Ltd., its General Partner, By /s/ Ravi Mhatre, Director	05/01/2024
	Lightspeed General Partner X, L.P., By: Lightspeed Ultimate General Partner X, Ltd., its General Partner, By /s/ Ravi Mhatre, Director	05/01/2024
	Lightspeed Ultimate General Partner X, Ltd., By /s/ Ravi Mhatre, Director	05/01/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Rubrik (RBRK) Form 4Change in insider ownership