Khosla Ventures VI, L.P. - Apr 24, 2024 Form 3 Insider Report for Rubrik, Inc. (RBRK)

Role
10%+ Owner
Signature
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates VI, LLC, in its capacity as general partner of Khosla Ventures VI, L.P.
Stock symbol
RBRK
Transactions as of
Apr 24, 2024
Transactions value $
$0
Form type
3
Date filed
4/24/2024, 09:44 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding RBRK Series E Preferred Stock Apr 24, 2024 Class B Common Stock 1.06M See footnote F1, F2, F3
holding RBRK Series C Preferred Stock Apr 24, 2024 Class B Common Stock 3.65M See footnote F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Series C Preferred Stock and Series E Preferred Stock each is convertible on a one-for-one basis into Class B Common Stock at any time at the holder's election and will convert automatically upon the closing of the Issuer's initial public offering (the "IPO") and has no expiration date.
F2 Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time and will convert automatically upon certain transfers and upon the earlier of: (i) the date fixed by the Issuer's board of directors that is no less than 61 days and no more than 180 days following (x) the date on which the outstanding shares of Class B Common Stock represent less than 5% of the then outstanding shares of Class A and Class B Common Stock, or (y) the date on which Bipul Sinha, Chairman of the board of directors and Chief Executive Officer of the Issuer, is no longer providing services to the Issuer as an officer, employee, or director, or (z) the death or incapacity of Mr. Sinha; (ii) the tenth anniversary of the IPO; or (iii) the date specified by a vote of the holders of a majority of the outstanding shares of Class B Common Stock.
F3 Consists of securities held of record by Khosla Ventures VI, L.P. ("KV VI"), of which Khosla Ventures Associates VI, LLC ("KVA VI") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA VI. Each of KVA VI, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV VI, and each of KVA VI, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV VI. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F4 Consists of securities held of record by Khosla Ventures V, L.P. ("KV V"), of which Khosla Ventures Associates V, LLC ("KVA V") is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA V. Each of KVA V, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

Exhibit Index: 24.1 Power of Attorney