Bipul Sinha - Dec 13, 2024 Form 4 Insider Report for Rubrik, Inc. (RBRK)

Role
Chairman of the Board and CEO, Director, 10%+ Owner
Signature
/s/ Larry Guo, Attorney-in-Fact
Stock symbol
RBRK
Transactions as of
Dec 13, 2024
Transactions value $
-$81,355,261
Form type
4
Date filed
12/13/2024, 05:50 PM
Previous filing
May 1, 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 +1.5M +4790.76% 1.53M Dec 13, 2024 Direct F1
transaction RBRK Class A Common Stock Sale -$81.4M -1.16M -75.62% $70.25 373K Dec 13, 2024 Direct F2
transaction RBRK Class A Common Stock Gift $0 -342K -91.61% $0.00 31.3K Dec 13, 2024 Direct

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 -1.16M -100% $0.00 0 Dec 13, 2024 Class B Common Stock 1.16M Direct F3, F4
transaction RBRK Class B Common Stock Options Exercise $0 +1.16M +9.38% $0.00 13.5M Dec 13, 2024 Class A Common Stock 1.16M Direct F1
transaction RBRK Class B Common Stock Conversion of derivative security $0 -1.5M -11.11% $0.00 12M Dec 13, 2024 Class A Common Stock 1.5M Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 is also convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Represents conversions of shares of Class B Common Stock into shares of Class A Common Stock prior to the execution of the block sale and gifts described in the "Remarks" section of this report.
F2 Represents the sale of Block Shares (as defined below) by the Reporting Person as described in the "Remarks" section of this report.
F3 Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Class B Common Stock.
F4 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: all of the shares subject to the RSU will vest upon the Issuer's achievement of a specified average price per share prior to the expiration of the RSU award, subject to the Reporting Person 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).

Remarks:

On December 13, 2024, Mr. Sinha, the Reporting Person, executed a block sale of 1,158,082 shares of Class A common stock (the "Block Shares") at $70.25 per share, following receipt by the Reporting Person of the Block Shares upon the vesting and settlement of the Reporting Person's performance-based restricted stock units (the "PSU"), which were initially granted in May 2018. A majority of the proceeds from the sale of the Block Shares was used to satisfy tax withholding obligations due upon the settlement of the applicable tranche of the PSU. In addition, on December 13, 2024, the Reporting Person executed gifts of a total of 342,000 shares of Class A common stock, upon conversion of an equal number of shares of Class B common stock previously held by the Reporting Person.