0001415889-24-024116.txt : 20240930 0001415889-24-024116.hdr.sgml : 20240930 20240930203646 ACCESSION NUMBER: 0001415889-24-024116 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240926 FILED AS OF DATE: 20240930 DATE AS OF CHANGE: 20240930 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: 241340980 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 form4-10012024_121042.xml X0508 4 2024-09-26 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 1 Class A Common Stock 2024-09-26 4 C 0 125000 0 A 567217 D Class A Common Stock 2024-09-26 4 S 0 54672 31.4095 D 512545 D Class A Common Stock 2024-09-26 4 S 0 28473 30.94 D 484072 D Class A Common Stock 2024-09-26 4 S 0 21527 31.59 D 462545 D Restricted Stock Units 2024-09-26 4 M 0 112500 0 D 2028-03-30 Class B Common Stock 112500 112500 D Restricted Stock Units 2024-09-26 4 M 0 12500 0 D 2029-04-13 Class B Common Stock 12500 37500 D Class B Common Stock 2024-09-26 4 M 0 125000 A Class A Common Stock 125000 125000 D Class B Common Stock 2024-09-26 4 C 0 125000 D Class A Common Stock 125000 0 D Includes 337 additional shares of Class A Common Stock acquired under the Rubrik, Inc. 2024 Employee Stock Purchase Plan on September 20, 2024. This transaction is exempt from Rule 16b-3(c). Also includes shares of Class A Common Stock that were converted from Class B Common Stock in connection with the Issuer's initial public offering but inadvertently reported as Class B Common Stock in prior reports. This sale reported on this Form 4 was effected pursuant to the Issuer's policy requiring sell-to-cover to satisfy certain tax obligations of the Reporting Person incurred with the vesting and settlement of certain Restricted Stock Units (RSUs). This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted June 27, 2024 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.36 to $31.35 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.36 to $31.84 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote. Each 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: 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). 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/ Larry Guo, Attorney-in-Fact 2024-09-30