SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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)
04/29/2024

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)
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 B Preferred Stock	⁽¹⁾	04/29/2024		C			11,583,248	⁽¹⁾	⁽¹⁾	Class B Common Stock	11,583,248	$0	0	I	By Greylock XIV Limited Partnership⁽²⁾
Series C Preferred Stock	⁽¹⁾	04/29/2024		C			1,950,165	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,950,165	$0	0	I	By Greylock XIV Limited Partnership⁽²⁾
Series D Preferred Stock	⁽¹⁾	04/29/2024		C			3,417,116	⁽¹⁾	⁽¹⁾	Class B Common Stock	3,417,116	$0	0	I	By Greylock XIV Limited Partnership⁽²⁾
Series E Preferred Stock	⁽¹⁾	04/29/2024		C			955,260	⁽¹⁾	⁽¹⁾	Class B Common Stock	955,260	$0	0	I	By Greylock XIV Limited Partnership⁽²⁾
Class B Common Stock	⁽³⁾	04/29/2024		C		17,905,789		⁽³⁾	⁽³⁾	Class A Common Stock	17,905,789	$0	17,905,789	I	By Greylock XIV Limited Partnership⁽²⁾
Series B Preferred Stock	⁽¹⁾	04/29/2024		C			643,512	⁽¹⁾	⁽¹⁾	Class B Common Stock	643,512	$0	0	I	By Greylock XIV-A Limited Partnership⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	04/29/2024		C			108,342	⁽¹⁾	⁽¹⁾	Class B Common Stock	108,342	$0	0	I	By Greylock XIV-A Limited Partnership⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	04/29/2024		C			189,840	⁽¹⁾	⁽¹⁾	Class B Common Stock	189,840	$0	0	I	By Greylock XIV-A Limited Partnership⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	04/29/2024		C			53,070	⁽¹⁾	⁽¹⁾	Class B Common Stock	53,070	$0	0	I	By Greylock XIV-A Limited Partnership⁽⁴⁾
Class B Common Stock	⁽³⁾	04/29/2024		C		994,764		⁽³⁾	⁽³⁾	Class A Common Stock	994,764	$0	994,764	I	By Greylock XIV-A Limited Partnership⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	04/29/2024		C			643,512	⁽¹⁾	⁽¹⁾	Class B Common Stock	643,512	$0	0	I	By Greylock XIV Principals LLC⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	04/29/2024		C			108,342	⁽¹⁾	⁽¹⁾	Class B Common Stock	108,342	$0	0	I	By Greylock XIV Principals LLC⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	04/29/2024		C			189,840	⁽¹⁾	⁽¹⁾	Class B Common Stock	189,840	$0	0	I	By Greylock XIV Principals LLC⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	04/29/2024		C			53,070	⁽¹⁾	⁽¹⁾	Class B Common Stock	53,070	$0	0	I	By Greylock XIV Principals LLC⁽⁵⁾
Class B Common Stock	⁽³⁾	04/29/2024		C		994,764		⁽³⁾	⁽³⁾	Class A Common Stock	994,764	$0	994,764	I	By Greylock XIV Principals LLC⁽⁵⁾

Explanation of Responses:

1. The 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. 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.

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. 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.

5. 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.

	/s/ Anne-Kathrin Lalendran, Attorney-in-Fact	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).
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