Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Netskope, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
64119N608 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed Venture Partners IX, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,231,286.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 5.3% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed General Partner IX, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,231,286.00 | ||||||||
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 5.3% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed Ultimate General Partner IX, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,231,286.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 5.3% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed Venture Partners Select, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,818,610.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 2.3% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed General Partner Select, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,818,610.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 2.3% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed Ultimate General Partner Select, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,818,610.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 2.3% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed Venture Partners Select II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,508,890.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 2.0% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed General Partner Select II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,508,890.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 2.0% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed Ultimate General Partner Select II, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,508,890.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 2.0% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed SPV II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,608,645.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
24.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 4.1% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed SPV II-B, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,765,561.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 2.0% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
LS SPV Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,374,206.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
32.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 6.1% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed Opportunity Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,340,640.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 1.1% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed General Partner Opportunity Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,340,640.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 1.1% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed Ultimate General Partner Opportunity Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,340,640.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 1.1% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed Venture Partners XII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
219,075.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 0.1% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed General Partner XII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
219,075.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 0.1% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed Ultimate General Partner XII, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
219,075.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 0.1% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
LSS Fund II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 0.0% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Lightspeed Scout Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 0.0% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Arif Janmohamed | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,340,640.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 1.1% of the total outstanding common stock.
SCHEDULE 13G
|
| CUSIP No. | 64119N608 |
| 1 | Names of Reporting Persons
Ravi Mhatre | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,340,640.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The beneficial ownership percentage in Row 11 is determined based on the Issuer's outstanding Class A Common Stock. The shares beneficially owned by the Reporting Person represent 1.1% of the total outstanding common stock.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Netskope, Inc. | |
| (b) | Address of issuer's principal executive offices:
2445 Augustine Drive, Suite 301, Santa Clara, CA, 95054. | |
| Item 2. | ||
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are: Lightspeed Venture Partners IX, L.P. ("Lightspeed IX") Lightspeed General Partner IX, L.P. ("LGP IX") Lightspeed Ultimate General Partner IX, Ltd. ("LUGP IX") Lightspeed Venture Partners Select, L.P. ("Lightspeed Select") Lightspeed General Partner Select, L.P. ("LGP Select") Lightspeed Ultimate General Partner Select, Ltd. ("LUGP Select") Lightspeed Venture Partners Select II, L.P. ("Lightspeed Select II") Lightspeed General Partner Select II, L.P. ("LGP Select II") Lightspeed Ultimate General Partner Select II, Ltd. ("LUGP Select II") Lightspeed SPV II, LLC ("Lightspeed SPV II") Lightspeed SPV II-B, LLC ("Lightspeed SPV II-B") LS SPV Management, LLC ("LS SPV Mgmt") Lightspeed Opportunity Fund, L.P.("Opportunity") Lightspeed General Partner Opportunity Fund, L.P.("Opportunity GP") Lightspeed Ultimate General Partner Opportunity Fund, Ltd.("Opportunity UGP") Lightspeed Venture Partners XII, L.P. ("Lightspeed XII") Lightspeed General Partner XII, L.P. ("LGP XII") Lightspeed Ultimate General Partner XII, Ltd. ("LUGP XII") LSS Fund II, LLC ("LSS Fund II") Lightspeed Scout Management, LLC ("Scout Mgmt") Arif Janmohamed ("Janmohamed") Ravi Mhatre ("Mhatre") The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. | |
| (b) | Address or principal business office or, if none, residence:
c/o Lightspeed Venture Partners 2200 Sand Hill Road Menlo Park, CA 94025 | |
| (c) | Citizenship:
Lightspeed IX Cayman Islands LGP IX Cayman Islands LUGP IX Cayman Islands Lightspeed Select Cayman Islands LGP Select Cayman Islands LUGP Select Cayman Islands Lightspeed Select II Cayman Islands LGP Select II Cayman Islands LUGP Select II Cayman Islands Lightspeed SPV II Delaware Lightspeed SPV II-B Delaware LS SPV Mgmt Delaware Opportunity Cayman Islands Opportunity GP Cayman Islands Opportunity UGP Cayman Islands Lightspeed XII Cayman Islands LGP XII Cayman Islands LUGP XII Cayman Islands LSS Fund II Cayman Islands Scout Mgmt Cayman Islands Janmohamed United States Mhatre United States | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
64119N608 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of Class A common stock of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 20,231,286 shares of Class B common stock directly held by Lightspeed IX; (ii) 8,818,610 shares of Class B common stock directly held by Lightspeed Select; (iii) 7,508,890 shares of Class B common stock directly held by Lightspeed Select II; (iv) 15,608,645 shares of Class B common stock directly held by Lightspeed SPV II; (v) 7,765,561 shares of Class B common stock directly held by Lightspeed SPV II-B; (vi) 4,340,640 shares of Class B common stock directly held by Opportunity; (vii) 219,075 shares of Class B common stock directly held by Lightspeed XII; and (viii) 500 shares of Class B common stock directly held by LSS Fund II. Collectively, the Reporting Persons beneficially own an aggregate of 64,493,207 shares of Class B common stock. LUGP IX serves as the sole general partner of LGP IX, which serves as the sole general partner of Lightspeed IX. LUGP Select serves as the sole general partner of LGP Select, which serves as the sole general partner of Lightspeed Select. LUGP Select II serves as the sole general partner of LGP Select II, which serves as the sole general partner of Lightspeed Select II. LS SPV Mgmt serves as the manager of each of Lightspeed SPV II and Lightspeed SPV II-B. Opportunity UGP serves as the sole general partner of Opportunity GP, which serves as the sole general partner of Opportunity. LUGP XII serves as the sole general partner of LGP XII, which serves as the sole general partner of Lightspeed XII. Scout Mgmt serves as the manager of LSS Fund II. Janmohamed and Mhatre are directors of Opportunity UGP and share voting and dispositive power over the shares held by Opportunity. | |
| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the Class A common stock of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference. Collectively, the Reporting Persons beneficially own 16.9% of the common stock and 57.4% of the Class A common stock. The foregoing percentages are based upon a total of 382,073,197 shares of common stock (47,800,000 shares of Class A common stock and 334,273,197 shares of Class B common stock) outstanding as of September 19, 2025, as reported in the Issuer's final prospectus dated September 17, 2025 filed with the Securities and Exchange Commission (the "SEC") on September 18, 2025. With respect to the percentage of Class A common stock, in each case, the shares outstanding has been adjusted in accordance with rules of the SEC, to give effect to the full conversion of Class B common stock beneficially owned by such Reporting Person. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference. | ||
| (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: Note 1: By Lightspeed General Partner IX, L.P., its General Partner, By Lightspeed Ultimate General Partner IX, Ltd., its General Partner, By Ravi Mhatre, Director Note 2: By Lightspeed General Partner Select, L.P., its General Partner, By Lightspeed Ultimate General Partner Select, Ltd., its General Partner, By Ravi Mhatre, Director Note 3: By Lightspeed General Partner Select II, L.P., its General Partner, By Lightspeed Ultimate General Partner Select II, Ltd., its General Partner, By Ravi Mhatre, Director Note 4: By Lightspeed General Partner Opportunity Fund, L.P., its General Partner, By Lightspeed Ultimate General Partner Opportunity Fund, Ltd., its General Partner, By Ravi Mhatre, Director Note 5: By Lightspeed General Partner XII, L.P., its General Partner, By Lightspeed Ultimate General Partner XII, Ltd., its General Partner, By Ravi Mhatre, Director
Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |