Marc L. Andreessen - Sep 6, 2022 Form 4 Insider Report for Samsara Inc. (IOT)

Role: Director, 10%+ Owner
Signature: /s/ Adam Eltoukhy, Attorney-in-Fact for Marc L. Andreessen
Stock symbol: IOT
Transactions as of: Sep 6, 2022
Transactions value $: -$3,035
Form type: 4
Date filed: 9/8/2022, 09:29 PM
Previous filing: Jun 17, 2022
Next filing: Mar 10, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	IOT	Class A Common Stock	Conversion of derivative security	$0	+3.27M		$0.00	3.27M	Sep 6, 2022	By Andreessen Horowitz Fund IV, L.P.	F1
transaction	IOT	Class A Common Stock	Other	$0	-3.27M	-100%	$0.00^*	0	Sep 6, 2022	By Andreessen Horowitz Fund IV, L.P.	F1, F2
transaction	IOT	Class A Common Stock	Other	$0	+48K		$0.00	48K	Sep 6, 2022	By LAMA Community Trust	F3, F4
transaction	IOT	Class A Common Stock	Other	$0	+242		$0.00	242	Sep 6, 2022	By AH Capital Management, L.L.C.	F3, F5
transaction	IOT	Class A Common Stock	Sale	-$3.03K	-242	-100%	$12.54	0	Sep 7, 2022	By AH Capital Management, L.L.C.	F5, F6
holding	IOT	Class A Common Stock						4M	Sep 6, 2022	By Andreessen Horowitz LSV Fund III, L.P.	F7, F8

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
transaction	IOT	Class B Common Stock	Conversion of derivative security	$0	-3.27M	-5.64%	$0.00	54.7M	Sep 6, 2022	Class A Common Stock	3.27M		By Andreessen Horowitz Fund IV, L.P.	F1, F9
holding	IOT	Class B Common Stock						4.97M	Sep 6, 2022	Class A Common Stock	4.97M		By AH Parallel Fund IV, L.P.	F9, F10, F11
holding	IOT	Class B Common Stock						5.63M	Sep 6, 2022	Class A Common Stock	5.63M		By AH Parallel Fund V, L.P.	F9, F12
holding	IOT	Class B Common Stock						13.6M	Sep 6, 2022	Class A Common Stock	13.6M		By Andreessen Horowitz LSV Fund I, L.P.	F9, F13

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares are held of record by Andreessen Horowitz Fund IV, L.P., for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., and Andreessen Horowitz Fund IV-Q, L.P. (collectively, the "AH Fund IV Entities"). AH Equity Partners IV, L.L.C. ("AH EP IV"), the general partner of the AH Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Fund IV Entities. The Reporting Person and Benjamin Horowitz are the managing members of AH EP IV and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund IV Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund IV Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
F2	On September 6, 2022, the AH Fund IV Entities distributed, for no consideration, 3,271,524 shares of the Issuer's Class A Common Stock (the "AH Fund IV Shares") to their limited partners and to AH EP IV, the general partner of the AH Fund IV Entities, representing each such partner's pro rata interest in such AH Fund IV Shares. On the same date, AH EP IV distributed, for no consideration, the AH Fund IV Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH Fund IV Shares. The aforementioned distributions are collectively referred to herein as the "Distribution."
F3	These shares were acquired pursuant to the Distribution. The acquisition of such shares was made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
F4	These shares are held of record by the LAMA Community Trust, of which the Reporting Person is a trustee.
F5	These shares are held of record by AH Capital Management, L.L.C. ("AH Capital"). The members of AH Capital are the Reporting Person and Benjamin Horowitz, who share voting and dispositive power with respect to the shares held by AH Capital. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH Capital and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
F6	This transaction was executed in multiple trades at prices ranging from $12.19 to $12.82. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F7	These shares are held of record by Andreessen Horowitz LSV Fund III, L.P. ("AH LSV Fund III"), for itself and as nominee for Andreessen Horowitz LSV Fund III-B, L.P. ("AH LSV Fund III-B") and AH 2022 Annual Fund, L.P. ("AH 2022 Annual" and together with AH LSV Fund III and AH LSV Fund III-B, the "AH LSV Fund III Entities"). AH Equity Partners LSV III, L.L.C. ("AH EP LSV III"), the general partner of AH LSV Fund III and AH LSV Fund III-B, may be deemed to have sole voting and dispositive power over the shares held by AH LSV Fund III and AH LSV Fund III-B. AH Equity Partners 2022 Annual Fund, L.L.C. ("AH EP 2022 Annual"), the general partner of AH 2022 Annual, may be deemed to have sole voting and dispositive power over the shares held by AH 2022 Annual. The Reporting Person and Benjamin Horowitz are the managing members of AH EP LSV III and AH EP 2022 Annual and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund III Entities.
F8	(Continued from Footnote 7) The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund III Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
F9	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, and has no expiration date.
F10	These shares are held of record by AH Parallel Fund IV, L.P., for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively, the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund IV Entities.
F11	(Continued from Footnote 10) The Reporting Person and Benjamin Horowitz are the managing members of AH EP IV Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund IV Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
F12	These shares are held of record by AH Parallel Fund V, L.P., for itself and as nominee for AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., and AH Parallel Fund V-Q, L.P. (collectively, the "AH Parallel Fund V Entities"). AH Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of the AH Parallel Fund V Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund V Entities. The Reporting Person and Benjamin Horowitz are managing members of AH EP V Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund V Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund V Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
F13	These shares are held of record by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund I Entities. The Reporting Person and Benjamin Horowitz are the managing members of AH EP LSV I and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund I Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.