United States securities and exchange commission logo





                             April 12, 2021

       Sanjit Biswas
       Chief Executive Officer
       Samsara Inc.
       1990 Alameda Street, Floor 5
       San Francisco, CA 94103

                                                        Re: Samsara Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted March 16,
2021
                                                            CIK No. 0001642896

       Dear Mr. Biswas:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Prospectus Summary
       Overview, page 1

   1.                                                   Please disclose the
source of your statement that you are the pioneer of the Connected
                                                        Operations Cloud.
   2.                                                   Please disclose the
period during which you had over 20,000 customers.
       Risk Factors
       The ongoing COVID-19 pandemic..., page 19

   3.                                                   Please quantify the
size of the headcount reduction in May 2020 and the increase in the
 Sanjit Biswas
FirstName   LastNameSanjit Biswas
Samsara Inc.
Comapany
April       NameSamsara Inc.
       12, 2021
April 212, 2021 Page 2
Page
FirstName LastName
         average length of sales cycles to onboard new customers. Please also
disclose any
         material negative impacts of COVID-19 on your revenues and results of
operations.
The length of our sales cycle can be unpredictable..., page 26

4.       Please disclose the average length of your sales cycle to your larger
customers.
We face intense and increasing competition, page 29

5.       We note that you rely upon Amazon for AWS web hosting and you
currently do not have
         an alternative provider. Please briefly describe the material terms
your agreement with
         Amazon including the term and any material termination provisions.
The dual-class structure of our common stock, page 55

6.       Please briefly describe each of the limited exceptions pursuant to
which transfers of your
         Class B common stock will not convert to Class A common stock.
Provisions in our corporate charter documents..., page 60

7.       Please briefly describe the provisions in your certificate of
incorporation and bylaws that
         may make it difficult for a third party to acquire control of the
company.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 75

8.       Please disclose the number of customers and your dollar-based net
retention rate for the
         periods presented.
Non-GAAP Financial Measures, page 81

9.       We note that you discuss Non-GAAP measures beginning on page 81 but
only begin
         discussing GAAP Results of Operations beginning on page 83. Please
revise to highlight
         and focus on GAAP Results of Operations first in your MD&A to provide
the GAAP
         discussion with greater prominence and prior to your discussion of
Non-GAAP measures.

Free Cash Flow, page 82

10.      We note that you calculate Free Cash Flow by adding back $6.0 million
of non-recurring
         purchases of property and equipment for the build-out of corporate
headquarters. We also
         note that the cash used in investing activities was $30.0 million for
the fiscal year ended
         February 1, 2020, which primarily consisted of purchases of property
and equipment to
         support additional office facilities of $27.0 million, and capitalized
software development
         costs of $2.9 million. Please explain why a liquidity measure, which
adjusts for non-
         recurring capital expenditures, whether limited to the build-out of
your corporate
         headquarters, is useful for providing information to management and
investors about your
         ability to fund future operating needs and strategic initiatives.
Further clarify how you
 Sanjit Biswas
Samsara Inc.
April 12, 2021
Page 3
         derived that non-recurring portion of the build-out amount which you
report as an
         adjustment to your calculation of Free Cash Flow.
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 90

11.      Please tell us the nature of non-cash operating lease costs of $11.4
million reported as an
         adjustment to net cash used in operating activities and how it relates
to lease amounts
         reported on page F-16.
12.      We note that your liquidity discussion is limited to the recitation of
amounts reported in
         the Statements of Cash Flows. Please revise to address liquidity in
the broadest sense,
         encompassing internal as well as external sources, current conditions
as well as future
         commitments and known trends, changes in circumstances and
uncertainties. Refer to the
         Commission Guidance on Presentation of Liquidity and Capital Resources
Disclosures in
         Management   s Discussion and Analysis at
https://www.sec.gov/rules/interp/2010/33-
         9144.pdf
Executive Compensation
Executive Employment Agreements, page 124

13.      Please file the employment agreements with Messrs. Biswas, Bicket and
Sekar and the
         executive incentive compensation plan as exhibits to your registration
statement. Refer to
         Item 601(b)(10)(iii)(A) of Regulation S-K.
Underwriters, page 151

14.      Please disclose the exceptions to the lock-up agreements.
13. Subsequent Events, page F-26

15.    Please provide us with a breakdown of all stock-based compensation
awards granted
       during fiscal 2021 and through the current date, including the fair
value of the underlying
       stock used to value such awards. To the extent there were any
significant fluctuations in
       the fair values, please describe for us the factors that contributed to
such fluctuations,
       including any intervening events within the company or changes in your
valuation
       assumptions or methodology. Tell us when you commenced discussions with
the
       underwriters. Also, please disclose any share-based issuances subsequent
to the most
       recent balance sheet date and the expected financial statement impact,
if material
FirstName LastNameSanjit Biswas
16.    Regarding the September 2020 tender offer, explain to us why the
investors were willing
Comapany    NameSamsara
       to pay                Inc. of fair value. Tell us if they had reasonable
knowledge of the
               a price in excess
       relevant
April 12,        facts 3concerning the Company's operations and financial
condition.
          2021 Page
FirstName LastName
 Sanjit Biswas
FirstName   LastNameSanjit Biswas
Samsara Inc.
Comapany
April       NameSamsara Inc.
       12, 2021
April 412, 2021 Page 4
Page
FirstName LastName
General

17.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
       You may contact Kathryn Jacobson, Senior Staff Accountant, at (202)
551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Allison Berry Spinner, Esq.