Rubrik (RBRK) Form 4 Rubrik / Arvind Nithrakashyap 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^*

Nithrakashyap Arvind

(Last) (First) (Middle)

C/O RUBRIK INC.

3495 DEER CREEK ROAD

(Street)

PALO ALTO CA 94304

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2025

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	02/03/2025		C		32,485	A	$0	251,764	D
Class A Common Stock	02/03/2025		S(1)		4,629	D	$69.69(2)	247,135	D
Class A Common Stock	02/03/2025		S(1)		15,369	D	$70.78(3)	231,766	D
Class A Common Stock	02/03/2025		S(1)		12,487	D	$71.37(4)	219,279	D
Class A Common Stock	02/04/2025		C		32,485	A	$0	251,764	D
Class A Common Stock	02/04/2025		S(1)		2,635	D	$70.9(5)	249,129	D
Class A Common Stock	02/04/2025		S(1)		2,355	D	$71.7(6)	246,774	D
Class A Common Stock	02/04/2025		S(1)		21,297	D	$73.01(7)	225,477	D
Class A Common Stock	02/04/2025		S(1)		6,198	D	$73.85(8)	219,279	D
Class A Common Stock	02/05/2025		C		32,485	A	$0	251,764	D
Class A Common Stock	02/05/2025		S(1)		20,864	D	$74.51(9)	230,900	D
Class A Common Stock	02/05/2025		S(1)		11,621	D	$75.45(10)	219,279	D

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	(11)	02/03/2025		C			32,485	(11)	(11)	Class A Common Stock	32,485	$0	10,566,438	D
Class B Common Stock	(11)	02/04/2025		C			32,485	(11)	(11)	Class A Common Stock	32,485	$0	10,533,953	D
Class B Common Stock	(11)	02/05/2025		C			32,485	(11)	(11)	Class A Common Stock	32,485	$0	10,501,468	D
Class B Common Stock	(11)							(11)	(11)	Class A Common Stock	200,000		200,000	I	By Arvind Nithrakashyap, as Trustee of the Nithrakashyap/Chatterjee Revocable Trust(12)

Explanation of Responses:

1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted September 21, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.13 to $70.115 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.14 to $71.135 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.14 to $71.695 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.365 to $71.36 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.445 to $72.39 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.57 to $73.55 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.58 to $74.055 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.04 to $74.955per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.04 to $75.76 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

11. Each share of Class B Common Stock held by the Reporting Person 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 Reporting Person into one share of Class A Common Stock.

12. The shares are held of record by Arvind Nithrakashyap, as Trustee of the Nithrakashyap/Chatterjee Revocable Trust, for which the Reporting Person serves as trustee and shares voting and dispositive power with his spouse.

	/s/ Anne-Kathrin Lalendran, Attorney-in-Fact	02/05/2025
	** 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).
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