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).

1. Name and Address of Reporting Person^*

Calderon Benjamin

(Last)

(First)

(Middle)

C/O SAMSARA INC., 350 RHODE ISLAND ST.

4TH FLOOR, SOUTH BUILDING

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Samsara Inc. [ IOT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2022

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)
Class A Common Stock	03/15/2022		C		68,750	A	$0.00	68,750	D
Class A Common Stock	03/15/2022		A		129,611	A	$0.00	198,361⁽¹⁾	D
Class A Common Stock	03/15/2022		S⁽²⁾		18,084	D	$13.1807⁽³⁾	180,277	D
Class A Common Stock	03/15/2022		S⁽²⁾		7,100	D	$13.8388⁽⁴⁾	173,177	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)
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)
Class B Common Stock⁽⁵⁾	⁽⁶⁾	03/15/2022		M			389,583	⁽⁷⁾	⁽⁷⁾	Class B Common Stock	389,583	$0.00	710,417	D
Class B Common Stock	$0.00	03/15/2022		M		389,583		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	389,583	$0.00	10,088,586	D
Class B Common Stock	$0.00	03/15/2022		C			68,750	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	68,570	$0.00	10,019,836	D
Class B Common Stock	$0.00							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	908,700		908,700	I	See footnote⁽⁸⁾
Class B Common Stock	$0.00							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	908,700		908,700	I	See footnote⁽⁹⁾
Class B Common Stock	$0.00							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	908,700		908,700	I	See footnote⁽¹⁰⁾
Class B Common Stock	$0.00							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	290,000		290,000	I	See footnote⁽¹¹⁾

Explanation of Responses:

1. Includes 129,611 restricted stock units, or RSUs, granted on March 15, 2022 that vest in 16 equal quarterly installments following March 17, 2022.

2. These shares were disposed of in non-discretionary transactions to cover the reporting person's tax withholding obligations in connection with the settlement of an award of RSUs.

3. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $12.67 to $13.66 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

4. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $13.68 to $14.14, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

5. The reported shares are represented by RSUs of which 320,833 vested on December 14, 2021 that were previously reported, 68,750 vested on March 15, 2022 and the remaining shares vest in quarterly installments through December 15, 2024.

6. Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.

7. The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis.

8. Consists of shares held by Fall MC, LLC, over which Mr. Calderon has voting or investment power.

9. Consists of shares held by Summer NC, LLC, over which Mr. Calderon has voting or investment power.

10. Consists of shares held by Winter EC, LLC, over which Mr. Calderon has voting or investment power.

11. Consists of shares held by CH 2021 GRAT, over which Mr. Calderon has voting or investment power.

Remarks:

Executive Vice President, Chief Technology Officer, Hardware and Operations

	/s/ Adam Eltoukhy, attorney-in-fact on behalf of Benjamin Calderon	03/17/2022
	** Signature of Reporting Person	Date
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