Andreessen Horowitz LSV Fund III, L.P. - Dec 9, 2024 Form 4 Insider Report for Samsara Inc. (IOT)

Role
10%+ Owner
Signature
Andreessen Horowitz LSV Fund III, L.P., By: AH Equity Partners LSV III, L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer
Stock symbol
IOT
Transactions as of
Dec 9, 2024
Transactions value $
-$5,160,515
Form type
4
Date filed
12/11/2024, 09:54 PM
Previous filing
Sep 10, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IOT Class A Common Stock Other $0 -2.4M -100% $0.00 0 Dec 9, 2024 By Andreessen Horowitz LSV Fund I, L.P. F1, F2
transaction IOT Class A Common Stock Other $0 -10.9M -100% $0.00 0 Dec 9, 2024 By Andreessen Horowitz Fund IV, L.P. F3, F4
transaction IOT Class A Common Stock Other $0 -995K -100% $0.00 0 Dec 9, 2024 By AH Parallel Fund IV, L.P. F5, F6, F7
transaction IOT Class A Common Stock Other $0 +867K +109.44% $0.00 1.66M Dec 9, 2024 By The 1997 Horowitz Family Trust F8, F9
transaction IOT Class A Common Stock Other $0 +36.1K $0.00 36.1K Dec 9, 2024 By AH Capital Management, L.L.C. F8, F10
transaction IOT Class A Common Stock Conversion of derivative security $0 +76.3K $0.00 76.3K Dec 10, 2024 By AH Parallel Fund V, L.P. F11, F12
transaction IOT Class A Common Stock Sale -$2.29M -50.4K -66.13% $45.47 25.8K Dec 10, 2024 By AH Parallel Fund V, L.P. F11, F12, F13
transaction IOT Class A Common Stock Sale -$678K -14.6K -56.46% $46.48 11.2K Dec 10, 2024 By AH Parallel Fund V, L.P. F11, F12, F14
transaction IOT Class A Common Stock Sale -$525K -11.1K -98.5% $47.43 169 Dec 10, 2024 By AH Parallel Fund V, L.P. F11, F12, F15
transaction IOT Class A Common Stock Sale -$8.12K -169 -100% $48.04 0 Dec 10, 2024 By AH Parallel Fund V, L.P. F11, F12, F16
transaction IOT Class A Common Stock Sale -$1.21M -26.7K -73.98% $45.40 9.4K Dec 10, 2024 By AH Capital Management, L.L.C. F10, F17
transaction IOT Class A Common Stock Sale -$154K -3.32K -35.28% $46.40 6.08K Dec 10, 2024 By AH Capital Management, L.L.C. F10, F18
transaction IOT Class A Common Stock Sale -$280K -5.89K -96.78% $47.51 196 Dec 10, 2024 By AH Capital Management, L.L.C. F19
transaction IOT Class A Common Stock Sale -$9.42K -196 -100% $48.05 0 Dec 10, 2024 By AH Capital Management, L.L.C. F10, F20
holding IOT Class A Common Stock 4M Dec 9, 2024 By Andreessen Horowitz LSV Fund III, L.P. F21, F22

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 -76.3K -1.4% $0.00 5.35M Dec 10, 2024 Class A Common Stock 76.3K By AH Parallel Fund V, L.P. F11, F12, F23
holding IOT Class B Common Stock 6.99M Dec 9, 2024 Class A Common Stock 6.99M By Andreessen Horowitz LSV Fund I, L.P. F2, F23
holding IOT Class B Common Stock 32.8M Dec 9, 2024 Class A Common Stock 32.8M By Andreessen Horowitz Fund IV, L.P. F4, F23
holding IOT Class B Common Stock 2.98M Dec 9, 2024 Class A Common Stock 2.98M By AH Parallel Fund IV, L.P. F6, F7, F23
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 9, 2024, the AH LSV Fund I Entities (as defined below) distributed, for no consideration, 2,401,999 shares of the Issuer's Class A Common Stock (the "AH LSV Fund I Shares") to their limited partners and to AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, representing each such partner's pro rata interest in such AH LSV Fund I Shares. On the same date, AH EP LSV I distributed, for no consideration, the AH LSV Fund I Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH LSV Fund I Shares. The aforementioned distributions are collectively referred to herein as the "AH LSV Fund I Distribution."
F2 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 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. Marc Andreessen 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. Each of the Reporting Persons 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 such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
F3 On December 9, 2024, the AH Fund IV Entities (as defined below) distributed, for no consideration, 10,949,016 shares of the Issuer's Class A Common Stock (the "AH Fund IV Shares") to their limited partners and to AH Equity Partners IV, L.L.C. ("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 "AH Fund IV Distribution."
F4 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 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. Marc Andreessen 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. Each of the Reporting Persons 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 such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
F5 On December 9, 2024, the AH Parallel Fund IV Entities (as defined below) distributed, for no consideration, 994,901 shares of the Issuer's Class A Common Stock (the "AH Parallel Fund IV Shares") to their limited partners and to AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, representing each such partner's pro rata interest in such AH Parallel Fund IV Shares. On the same date, AH EP IV Parallel distributed, for no consideration, the AH Parallel Fund IV Shares it received in the distribution to its members, representing each such member's pro rata interest in such AH Parallel Fund IV Shares. The aforementioned distributions are collectively referred to herein as the "AH Parallel Fund IV Distribution."
F6 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 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.
F7 (Continued from Footnote 6) Marc Andreessen 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. Each of the Reporting Persons 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 such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
F8 These shares were acquired pursuant to the AH LSV Fund I Distribution, the AH Fund IV Distribution and the AH Parallel Fund IV 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.
F9 These shares are held of record by The 1997 Horowitz Family Trust, of which Benjamin Horowitz is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Benjamin Horowitz, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
F10 These shares are held of record by AH Capital Management, L.L.C. ("AH Capital"). The members of AH Capital are Marc Andreessen and Benjamin Horowitz, who share voting and dispositive power with respect to the shares held by AH Capital. Each of the Reporting Persons 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 any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
F11 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. Marc Andreessen 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.
F12 (Continued from Footnote 11) Each of the Reporting Persons 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 such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.01 to $46.00 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.01 to $47.00 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.02 to $48.01 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.03 to $48.06 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F17 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.01 to $46.00 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F18 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.01 to $47.00 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F19 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.03 to $48.00 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F20 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.03 to $48.08 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F21 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, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund III Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV III and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund III Entities.
F22 (Continued from Footnote 21) Each of the Reporting Persons 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 such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
F23 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.

Remarks:

This Form 4 is the third of three Forms 4 filed relating to the same event. Combined, the three reports report the holdings for the following Reporting Persons: Andreessen Horowitz Fund IV, L.P., Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., Andreessen Horowitz Fund IV-Q, L.P., Andreessen Horowitz LSV Fund I, L.P., Andreessen Horowitz LSV Fund I-B, L.P., Andreessen Horowitz LSV Fund I-Q, L.P., AH Parallel Fund IV, L.P., AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., AH Parallel Fund IV-Q, L.P., AH Parallel Fund V, L.P., AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., AH Parallel Fund V-Q, L.P., Andreessen Horowitz LSV Fund III, L.P., Andreessen Horowitz LSV Fund III-B, L.P., AH 2022 Annual Fund, L.P., AH Equity Partners IV, L.L.C., AH Equity Partners LSV I, L.L.C., AH Equity Partners IV (Parallel), L.L.C., AH Equity Partners V (Parallel), L.L.C., AH Equity Partners LSV III, L.L.C. and Benjamin Horowitz. This Form 4 has been split into three filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons.