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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Rubrik, Inc. [ RBRK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/24/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | ||||||
|
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 | ||||||||
| Restricted Stock Units | (1) | 04/24/2024 | A | 50,000 | (2) | 09/18/2025 | Class B Common Stock | 50,000 | $0 | 50,000 | D | ||||
| Restricted Stock Units | (1) | 04/24/2024 | A | 50,000 | (3) | 05/08/2027 | Class B Common Stock | 50,000 | $0 | 50,000 | D | ||||
| Restricted Stock Units | (1) | 04/24/2024 | A | 3,338 | (4) | 05/08/2027 | Class B Common Stock | 3,338 | $0 | 3,338 | D | ||||
| Restricted Stock Units | (1) | 04/24/2024 | A | 700,000 | (5) | 11/19/2027 | Class B Common Stock | 700,000 | $0 | 700,000 | D | ||||
| Restricted Stock Units | (1) | 04/24/2024 | A | 50,000 | (6) | 11/19/2027 | Class B Common Stock | 50,000 | $0 | 50,000 | D | ||||
| Restricted Stock Units | (1) | 04/24/2024 | A | 115,000 | (7) | 04/13/2029 | Class B Common Stock | 115,000 | $0 | 115,000 | D | ||||
| Restricted Stock Units | (1) | 04/24/2024 | A | 550,000 | (8) | 03/24/2030 | Class B Common Stock | 550,000 | $0 | 550,000 | D | ||||
| Restricted Stock Units | (1) | 04/24/2024 | A | 275,000 | (9) | 03/25/2031 | Class B Common Stock | 275,000 | $0 | 275,000 | D | ||||
| Restricted Stock Units | (1) | 04/25/2024 | M | 24,657 | (2) | 09/18/2025 | Class B Common Stock | 24,657 | $0 | 25,343 | D | ||||
| Restricted Stock Units | (1) | 04/25/2024 | M | 24,656 | (3) | 05/08/2027 | Class B Common Stock | 24,656 | $0 | 25,344 | D | ||||
| Restricted Stock Units | (1) | 04/25/2024 | M | 1,645 | (4) | 05/08/2027 | Class B Common Stock | 1,645 | $0 | 1,693 | D | ||||
| Restricted Stock Units | (1) | 04/25/2024 | M | 302,078 | (5) | 11/19/2027 | Class B Common Stock | 302,078 | $0 | 397,922 | D | ||||
| Restricted Stock Units | (1) | 04/25/2024 | M | 24,660 | (6) | 11/19/2027 | Class B Common Stock | 24,660 | $0 | 25,340 | D | ||||
| Restricted Stock Units | (1) | 04/25/2024 | M | 28,356 | (7) | 04/13/2029 | Class B Common Stock | 28,356 | $0 | 86,644 | D | ||||
| Restricted Stock Units | (1) | 04/25/2024 | M | 36,990 | (8) | 03/24/2030 | Class B Common Stock | 36,990 | $0 | 513,010 | D | ||||
| Restricted Stock Units | (1) | 04/25/2024 | F | 25,343(10) | (2) | 09/18/2025 | Class B Common Stock | 25,343 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 04/25/2024 | F | 25,344(10) | (3) | 05/08/2027 | Class B Common Stock | 25,344 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 04/25/2024 | F | 1,693(10) | (4) | 05/08/2027 | Class B Common Stock | 1,693 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 04/25/2024 | F | 310,422(10) | (5) | 11/19/2027 | Class B Common Stock | 310,422 | $0 | 87,500 | D | ||||
| Restricted Stock Units | (1) | 04/25/2024 | F | 25,340(10) | (6) | 11/19/2027 | Class B Common Stock | 25,340 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 04/24/2024 | F | 29,144(10) | (7) | 04/13/2029 | Class B Common Stock | 29,144 | $0 | 57,500 | D | ||||
| Restricted Stock Units | (1) | 04/25/2024 | F | 38,010(10) | (8) | 03/24/2030 | Class B Common Stock | 38,010 | $0 | 475,000 | D | ||||
| Class B Common Stock | (11) | 04/25/2024 | M | 443,042 | (11) | (11) | Class A Common Stock | 443,042 | (11) | 443,042 | D | ||||
| Explanation of Responses: |
| 1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Class B Common Stock. |
| 2. The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/4 of the shares subject to the RSU vested on June 15, 2019, and 1/48 of the shares subject to the RSU vest every month thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). |
| 3. The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/16 of the shares subject to the RSU vested on June 15, 2020, and 1/16 of the shares subject to the RSU vest every quarter thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). |
| 4. The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/2 of the shares subject to the RSU vested on September 15, 2020, 1/4 of the shares subject to the RSU vested on December 15, 2020, and 1/4 of the shares subject to the RSU vested on March 15, 2021, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). |
| 5. The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/16 of the shares subject to the RSU vested on December 15, 2020, and 1/16 of the shares subject to the RSU vest every quarter thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). |
| 6. The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/4 of the shares subject to the RSU vested on December 15, 2020, and 1/4 of the shares subject to the RSU vested every quarter thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). |
| 7. The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/16 of the shares subject to the RSU vested on June 15, 2022, and 1/16 of the shares subject to the RSU vest every quarter thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). |
| 8. The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 75,000 shares subject to the RSU vested on March 15, 2024, 125,000 shares subject to the RSU vest on March 15, 2025, 150,000 shares vest on March 15, 2026, and 200,000 shares vest on March 15, 2027, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). |
| 9. The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 10% of the shares subject to the RSU vest on March 15, 2025, 20% of the shares subject to the RSU vest on March 15, 2026, 35% of the shares subject to the RSU vest on March 15, 2027, and 35% of the shares subject to the RSU vest on March 15, 2028, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). |
| 10. Represents the number of shares withheld by the Issuer in connection with the net settlement of the applicable RSUs prior to the open of trading on April 25, 2024, which settlement date was determined by the Issuer's board of directors, to satisfy the tax obligation realized upon vesting of such RSUs. |
| 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 will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. |
| /s/ Anne-Kathrin Lalendran, Attorney-in-Fact | 04/26/2024 | |
| ** 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. | ||