Brian K. McCarthy - Sep 26, 2024 Form 4 Insider Report for Rubrik, Inc. (RBRK)

Signature
/s/ Larry Guo, Attorney-in-Fact
Stock symbol
RBRK
Transactions as of
Sep 26, 2024
Transactions value $
-$3,278,213
Form type
4
Date filed
9/30/2024, 08:36 PM
Previous filing
Apr 24, 2024
Next filing
Oct 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RBRK Class A Common Stock Conversion of derivative security $0 +125K +28.27% $0.00 567K Sep 26, 2024 Direct F1
transaction RBRK Class A Common Stock Sale -$1.72M -54.7K -9.64% $31.41 513K Sep 26, 2024 Direct F2
transaction RBRK Class A Common Stock Sale -$881K -28.5K -5.56% $30.94 484K Sep 26, 2024 Direct F3, F4
transaction RBRK Class A Common Stock Sale -$680K -21.5K -4.45% $31.59 463K Sep 26, 2024 Direct F3, F5

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 RBRK Restricted Stock Units Options Exercise $0 -113K -50% $0.00 113K Sep 26, 2024 Class B Common Stock 113K Direct F6, F7
transaction RBRK Restricted Stock Units Options Exercise $0 -12.5K -25% $0.00 37.5K Sep 26, 2024 Class B Common Stock 12.5K Direct F6, F8
transaction RBRK Class B Common Stock Options Exercise +125K 125K Sep 26, 2024 Class A Common Stock 125K Direct F9
transaction RBRK Class B Common Stock Conversion of derivative security -125K -100% 0 Sep 26, 2024 Class A Common Stock 125K Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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.
F2 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).
F3 This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted June 27, 2024
F4 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.
F5 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.
F6 Each RSU represents a contingent right to receive one share of Class B Common Stock.
F7 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).
F8 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).
F9 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.