Rubrik (RBRK) Form 4 Rubrik / Asheem Chandna ownership change

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

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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^*

Chandna Asheem

(Last) (First) (Middle)

C/O GREYLOCK PARTNERS

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/11/2024		C		4,476,447	A	$0	4,476,447	I	By Greylock XIV Limited Partnership(1)
Class A Common Stock	12/11/2024		C		248,691	A	$0	248,691	I	By Greylock XIV-A Limited Partnersip(2)
Class A Common Stock	12/11/2024		C		248,691	A	$0	248,691	I	By Greylock XIV Principals LLC(3)
Class A Common Stock	12/19/2024		J(4)		4,476,447	D	$0	0	I	By Greylock XIV Limited Partnership(1)
Class A Common Stock	12/19/2024		J(4)		248,691	D	$0	0	I	By Greylock XIV-A Limited Partnership(2)
Class A Common Stock	12/19/2024		J(4)		248,691	D	$0	0	I	By Greylock XIV Principals LLC(3)
Class A Common Stock	12/19/2024		J(5)		280,034	A	$0	280,034(6)	D
Class A Common Stock	12/19/2024		J(7)		2,324	A	$0	2,324	I	By Asheem Chandna and Aarti Chandna, trustees of the Chandna Children's Trust dated 12/23/2012
Class A Common Stock	12/19/2024		J(8)		11,621	A	$0	11,621	I	By The Revocable Trust of Asheem Chandna and Aarti Chandna, UDT 4/13/98

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(9)	12/11/2024		C			4,476,447	(9)	(9)	Class A Common Stock	4,476,447	$0	13,429,342	I	By Greylock XIV Limited Partnership(1)
Class B Common Stock	(9)	12/11/2024		C			248,691	(9)	(9)	Class A Common Stock	248,691	$0	746,073	I	By Greylock XIV-A Limited Partnership(2)
Class B Common Stock	(9)	12/11/2024		C			248,691	(9)	(9)	Class A Common Stock	248,691	$0	746,073	I	By Greylock XIV Principals LLC(3)

Explanation of Responses:

1. The shares are held of record by Greylock XIV Limited Partnership, or Greylock XIV LP. Greylock XIV GP LLC, or Greylock XIV GP, is the general partner of Greylock XIV LP. Greylock XIV GP may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XIV LP and may be deemed to have indirect beneficial ownership of an indeterminate number of such shares. The Reporting Person is one of the managing members of Greylock XIV GP, and may be deemed to share voting and investment power over the shares held by Greylock XIV LP. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any.

2. The shares are held of record by Greylock XIV-A Limited Partnership, or Greylock XIV-A LP. Greylock XIV GP is the general partner of Greylock XIV-A LP. Greylock XIV GP may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XIV-A LP and may be deemed to have indirect beneficial ownership of an indeterminate number of such shares. The Reporting Person is one of the managing members of Greylock XIV GP, and may be deemed to share voting and investment power over the shares held by Greylock XIV-A LP. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any.

3. The shares are held of record by Greylock XIV Principals LLC, or Greylock XIV Principals. Greylock XIV GP is the manager of Greylock XIV Principals. Greylock XIV GP may be deemed to share voting and dispositive power with regard to the shares held directly by Greylock XIV Principals and may be deemed to have indirect beneficial ownership of an indeterminate number of such shares. The Reporting Person is one of the managing members of Greylock XIV GP, and may be deemed to share voting and investment power over the shares held by Greylock XIV Principals. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any.

4. Represents a pro-rata, in-kind distribution by the Reporting Person and its affiliated funds and associated persons, without additional consideration, to its respective partners, members and/or assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

5. Represents (i) 265,294 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Greylock XIV Limited Partnership for no consideration and (ii) 14,740 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Greylock XIV-A Limited Partnership for no consideration. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Securities Exchange Act of 1934, as amended.

6. Excludes 537 shares acquired subsequent to the date of the transactions reported in this Form 4 as reported on a Form 4 filed on January 16, 2025.

7. Represents 2,324 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Greylock XIV Principals, LLC for no consideration in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Securities Exchange Act of 1934, as amended.

8. Represents 11,621 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Greylock XIV Principals, LLC for no consideration in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Securities Exchange Act of 1934, as amended.

9. 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.

	/s/ Anne-Katherin Lalendran, Attorney-in-Fact	01/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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