0001415889-24-011635.txt : 20240426 0001415889-24-011635.hdr.sgml : 20240426 20240426215455 ACCESSION NUMBER: 0001415889-24-011635 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240424 FILED AS OF DATE: 20240426 DATE AS OF CHANGE: 20240426 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McCarthy Brian K. CENTRAL INDEX KEY: 0002020217 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42028 FILM NUMBER: 24886294 MAIL ADDRESS: STREET 1: 3495 DEER CREEK ROAD CITY: PALO ALTO STATE: CA ZIP: 94304 ISSUER: 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 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 4 1 form4-04272024_010448.xml X0508 4 2024-04-24 0001943896 Rubrik, Inc. RBRK 0002020217 McCarthy Brian K. C/O RUBRIK INC. 3495 DEER CREEK ROAD PALO ALTO CA 94304 false true false false Chief Revenue Officer 0 Restricted Stock Units 2024-04-24 4 A 0 900000 0 A 2028-03-30 Class B Common Stock 900000 900000 D Restricted Stock Units 2024-04-24 4 A 0 150000 0 A 2028-03-30 Class B Common Stock 150000 150000 D Restricted Stock Units 2024-04-24 4 A 0 100000 0 A 2029-04-13 Class B Common Stock 100000 100000 D Restricted Stock Units 2024-04-24 4 A 0 425000 0 A 2030-03-24 Class B Common Stock 425000 425000 D Restricted Stock Units 2024-04-24 4 A 0 250000 0 A 2031-03-25 Class B Common Stock 250000 250000 D Restricted Stock Units 2024-04-25 4 M 0 385377 0 D 2028-03-30 Class B Common Stock 385377 514623 D Restricted Stock Units 2024-04-25 4 M 0 28248 0 D 2029-04-13 Class B Common Stock 28248 71752 D Restricted Stock Units 2024-04-25 4 M 0 28255 0 D 2030-03-24 Class B Common Stock 28255 396745 D Restricted Stock Units 2024-04-25 4 F 0 289623 0 D 2028-03-30 Class B Common Stock 289623 225000 D Restricted Stock Units 2024-04-25 4 F 0 21752 0 D 2029-04-13 Class B Common Stock 21752 50000 D Restricted Stock Units 2024-04-25 4 F 0 21745 0 D 2030-03-24 Class B Common Stock 21745 375000 D Class B Common Stock 2024-04-25 4 M 0 441880 A Class A Common Stock 441880 441880 D Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Class B Common Stock. 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 March 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). 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: all of the shares subject to the RSU will vest upon the Issuer's achievement of a specified average price per share prior to the expiration of the RSU award, subject to the Reporting Person subject to the Reporting Person continuing to have a Service Relationship (as defined in the Amended and Restated Issuer's Amended and Restated 2014 Stock Option and Grant Plan). 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). 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: 50,000 shares subject to the RSU vested on March 15, 2024, 100,000 shares subject to the RSU vest on March 15, 2025, 125,000 shares vest on March 15, 2026, and 150,000 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). 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). 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. 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 2024-04-26