0000950170-24-138614.txt : 20241219 0000950170-24-138614.hdr.sgml : 20241219 20241219183954 ACCESSION NUMBER: 0000950170-24-138614 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20241219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rubrik, Inc. CENTRAL INDEX KEY: 0001943896 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 464560494 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-94510 FILM NUMBER: 241564650 BUSINESS ADDRESS: STREET 1: 3495 DEER CREEK ROAD CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 8444782745 MAIL ADDRESS: STREET 1: 3495 DEER CREEK ROAD CITY: PALO ALTO STATE: CA ZIP: 94304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Greylock XIV Limited Partnership CENTRAL INDEX KEY: 0001584740 ORGANIZATION NAME: IRS NUMBER: 463425373 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: ONE BRATTLE SQUARE STREET 2: 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 781-622-2200 MAIL ADDRESS: STREET 1: ONE BRATTLE SQUARE STREET 2: 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001584740 XXXXXXXX LIVE Class A Common Stock, $0.000025 par value per share 09/30/2024 0001943896 RUBRIK, INC. 781154109 3495 Deer Creek Road Palo Alto CA 94304 Rule 13d-1(d) Greylock XIV Limited Partnership b DE 0 17905789 0 17905789 17905789 N 20.58 PN Row 6, Row 8, and Row 9 represent 17,905,789 shares of Class B Common Stock, par value $0.000025 per share (the "Class B Common Stock"), of the issuer held directly by Greylock XIV Limited Partnership. For the numbers and percentages in the table above, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock, par value $0.000025 per share (the "Class A Common Stock"), of the issuer and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights. The percent of class in Row 11 was calculated based on 69,118,119 shares of Class A Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024) The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 17,905,789 shares of Class B Common Stock held by Greylock XIV Limited Partnership represents 15.44% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 69,118,119 shares of Class A Common Stock and (ii) 112,535,092 shares of Class B Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024). Greylock XIV-A Limited Partnership b DE 0 994764 0 994764 994764 N 1.42 PN Row 6, Row 8, and Row 9 represent 994,764 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership. For the numbers and percentages in the table above, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights. The percent of class in Row 11 was calculated based on 69,118,119 shares of Class A Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024). The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 994,764 shares of Class A Common Stock held by Greylock XIV-A Limited Partnership represents 0.86% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 69,118,119 shares of Class A Common Stock and (ii) 112,535,092 shares of Class B Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024). Greylock XIV Principals LLC b DE 0 994764 0 994764 994764 N 1.42 PN Row 6, Row 8, and Row 9 represent 994,764 shares of Class B Common Stock held directly by Greylock XIV Principals LLC. For the numbers and percentages in the table above, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights. The percent of class in Row 11 was calculated based on 69,118,119 shares of Class A Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024). The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 994,764 shares of Class A Common Stock held by Greylock XIV Principals LLC represents 0.86% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 69,118,119 shares of Class A Common Stock and (ii) 112,535,092 shares of Class B Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024). Greylock XIV GP LLC b DE 0 19895317 0 19895317 19895317 N 22.35 PN Row 6, Row 8, and Row 9 represent 17,905,789 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 994,764 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, and 994,764 shares of Class B Common Stock held directly by Greylock XIV Principals LLC. Greylock XIV GP LLC is the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and the manager of Greylock XIV Principals LLC, and may be deemed to beneficially own the shares of stock held directly by Greylock XIV Limited Partnership, Greylock XIV-A Limited Partnership, and Greylock XIV Principals LLC. For the numbers and percentages in the table above, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights. The percent of class in Row 11 was calculated based on 69,118,119 shares of Class A Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024). The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 17,905,789 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 994,764 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, and 994,764 shares of Class B Common Stock held directly by Greylock XIV Principals LLC represents 17.15% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 69,118,119 shares of Class A Common Stock and (ii) 112,535,092 shares of Class B Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024). RUBRIK, INC. 3495 Deer Creek Road, Palo Alto, California 94304 The reporting persons are: (i) Greylock XIV Limited Partnership; (ii) Greylock XIV-A Limited Partnership; (iii) Greylock XIV Principals LLC; and (iv) Greylock XIV GP LLC, the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and manager of Greylock XIV Principals LLC. 2550 Sand Hill Road, Suite 200, Menlo Park, CA 94025 (i) Greylock XIV Limited Partnership, a Delaware limited partnership; (ii) Greylock XIV-A Limited Partnership, a Delaware limited partnership; (iii) Greylock XIV Principals LLC, a Delaware limited liability company; and (iv) Greylock XIV GP LLC, a Delaware limited liability company. Y Greylock XIV Limited Partnership directly owns 17,905,789 shares of Class B Common Stock. Greylock XIV-A Limited Partnership directly owns 994,764 shares of Class B Common Stock. Greylock XIV Principals LLC directly owns 994,764 shares of Class B Common Stock. Greylock XIV GP LLC is the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and the manager of Greylock XIV Principals LLC, and may be deemed to beneficially own 17,905,789 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 994,764 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, 994,764 shares of Class B Common Stock held directly by Greylock XIV Principals LLC. Greylock XIV Limited Partnership directly owns 17,905,789 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 20.58% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 17,905,789 shares of Class B Common Stock held by Greylock XIV Limited Partnership represents the aggregate combined voting power of the Class A Common Stock and Class B Common Stock of 15.44%. Greylock XIV-A Limited Partnership directly owns 994,764 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 1.42% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 994,764 shares of Class B Common Stock held by Greylock XIV-A Limited Partnership represents the aggregate combined voting power of the Class A Common Stock and Class B Common Stock of 0.86%. Greylock XIV Principals LLC directly owns 994,764 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 1.42% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 994,764 shares of Class B Common Stock held by Greylock XIV Principals LLC represents the aggregate combined voting power of the Class A Common Stock and Class B Common Stock 0.86%. Greylock XIV GP LLC is the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and the manager of Greylock XIV Principals LLC, and may be deemed to beneficially own 17,905,789 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 994,764 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, 994,764 shares of Class B Common Stock held directly by Greylock XIV Principals LLC, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 22.35% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 17,905,789 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 994,764 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, and 994,764 shares of Class B Common Stock held directly by Greylock XIV Principals LLC represents the aggregate combined voting power of the Class A Common Stock and Class B Common Stock of 17.15 Greylock XIV Limited Partnership 0 Greylock XIV-A Limited Partnership 0 Greylock XIV Principals LLC 0 Greylock XIV GP LLC 0 Greylock XIV Limited Partnership 17,905,789 Greylock XIV-A Limited Partnership 994,764 Greylock XIV Principals LLC 994,764 Greylock XIV GP LLC 19,895,317 Greylock XIV Limited Partnership 0 Greylock XIV-A Limited Partnership 0 Greylock XIV Principals LLC 0 Greylock XIV GP LLC 0 Greylock XIV Limited Partnership 17,905,789 Greylock XIV-A Limited Partnership 994,764 Greylock XIV Principals LLC 994,764 Greylock XIV GP LLC 19,895,317 Y Y Y Y Y Y Greylock XIV Limited Partnership By: Greylock XIV GP LLC, Its: General Partner or Manager, /s/ Donald A. Sullivan 12/18/2024 Greylock XIV-A Limited Partnership By: Greylock XIV GP LLC, Its: General Partner or Manager, /s/ Donald A. Sullivan 12/18/2024 Greylock XIV Principals LLC By: Greylock XIV GP LLC, Its: General Partner or Manager, /s/ Donald A. Sullivan 12/18/2024 Greylock XIV GP LLC /s/ Donald A. Sullivan 12/18/2024 Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Rubrik, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.