Brian K. McCarthy - 07 Jan 2025 Form 4 Insider Report for Rubrik, Inc. (RBRK)

Role: Chief Revenue Officer
Signature: /s/ Anne-Kathrin Lalendran, Attorney-in-Fact
Issuer symbol: RBRK
Transactions as of: 07 Jan 2025
Net transactions value: -$4,327,850
Form type: 4
Filing time: 08 Jan 2025, 20:14:09 UTC
Previous filing: 03 Jan 2025
Next filing: 05 Feb 2025
SEC: View on sec.gov

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	+150,000	+47%	$0.000000	471,560	07 Jan 2025	Direct
transaction	RBRK	Class A Common Stock	Sale	$4,327,850	-65,517	-14%	$66.06	406,043	07 Jan 2025	Direct	F1

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	-150,000	-100%	$0.000000	0	07 Jan 2025	Class B Common Stock	150,000		Direct	F2, F3
transaction	RBRK	Class B Common Stock	Options Exercise		+150,000			150,000	07 Jan 2025	Class A Common Stock	150,000		Direct	F4
transaction	RBRK	Class B Common Stock	Conversion of derivative security		-150,000	-100%		0	07 Jan 2025	Class A Common Stock	150,000		Direct	F4

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

Explanation of Responses:

Id	Content
F1	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).
F2	Each RSU represents a contingent right to receive one share of Class B Common Stock.
F3	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 Amended and Restated Issuer's Amended and Restated 2014 Stock Option and Grant Plan).
F4	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.