Sec Form 13D Filing - Andreessen Horowitz Fund IV L.P. filing for Samsara Inc. (IOT) - 2023-09-12

(d)       During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       The responses of the Reporting Persons with respect to row 6 of their respective cover pages to this Amendment No.4 are incorporated herein by reference.

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Direct Purchase of Series A Preferred Stock

On May 5, 2015, AH IV entered into a Series A Preferred Stock Purchase Agreement with the Issuer and certain other stockholders, pursuant to which AH IV purchased, for itself and as nominee, 40,492,830 shares of Series A Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification) from the Issuer for $14,900,011.68 in the aggregate.

Direct Purchase of Series B Preferred Stock

On December 1, 2016, AH IV entered into a Series B Preferred Stock Purchase Agreement with the Issuer and certain other stockholders, pursuant to which AH IV purchased, for itself and as nominee, 9,259,278 shares of Series B Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification) from the Issuer for $7,000,014.17 in the aggregate.

Direct Purchase of Series C Preferred Stock

On June 15, 2017, AH IV entered into a Series C Preferred Stock Purchase Agreement with the Issuer and certain other stockholders, pursuant to which AH IV purchased, for itself and as nominee, 3,951,276 shares of Series C Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification) from the Issuer for $5,667,653.85 in the aggregate.

Direct Purchase of Series D Preferred Stock

On March 16, 2018, AH IV entered into a Series D Preferred Stock Purchase Agreement with the Issuer and certain other stockholders, pursuant to which AH IV purchased, for itself and as nominee, 4,313,218 shares of Series D Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification) from the Issuer for $15,092,997.28 in the aggregate.

On March 16, 2018, AH Parallel IV entered into a Series D Preferred Stock Purchase Agreement with the Issuer and certain other stockholders, pursuant to which AH Parallel IV purchased, for itself and as nominee, 4,974,501 shares of Series D Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification) from the Issuer for $17,406,987.10 in the aggregate.

Direct Purchase of Series E Preferred Stock

On December 21, 2018, AH Parallel V entered into a Series E Preferred Stock Purchase Agreement with the Issuer and certain other stockholders, pursuant to which AH Parallel V purchased, for itself and as nominee, 1,690,164 shares of Series E Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification) from the Issuer for $14,999,988.20 in the aggregate.

On January 6, 2019, AH Parallel V entered into a Series E Preferred Stock Purchase Agreement with the Issuer and certain other stockholders, pursuant to which AH Parallel V purchased, for itself and as nominee, 3,943,716 shares of Series E Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification) from the Issuer for $34,999,972.46 in the aggregate.

Direct Purchase of Series F Preferred Stock

On September 13, 2019, AH LSV I entered into a Series F Preferred Stock Purchase Agreement with the Issuer and certain other stockholders, pursuant to which AH LSV I purchased, for itself and as nominee, 7,082,002 shares of Series F Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification) from the Issuer for $99,999,992.85 in the aggregate.

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On May 15, 2020, AH LSV I entered into an Extension Series F Preferred Stock Purchase Agreement with the Issuer and certain other stockholders, pursuant to which AH LSV I purchased, for itself and as nominee, 4,520,428 shares of Series F Preferred Stock from the Issuer for $50,000,002.07 in the aggregate.

Conversion of Preferred Stock

In connection with the closing of the Issuer’s initial public offering on December 17, 2021 (the “Initial Offering”), each share of the Issuer’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock was automatically converted into one share of the Issuer’s Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

Purchase in Initial Offering

On December 17, 2021, AH LSV III purchased, for itself and as nominee, 3,995,652 shares of the Issuer’s Class A Common Stock from the underwriters in the Initial Offering, for $23.00 per share, or $91,899,996.00 in the aggregate. Such purchases occurred pursuant to and on the terms set forth in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) on December 15, 2021 with the SEC (File No. 333-261204) (the “Prospectus”).

Pro Rata In-Kind Distribution

On September 6, 2022, AH IV, AH IV-A, AH IV-B and AH IV-Q converted an aggregate of 3,271,524 shares of the Issuer’s Class B Common Stock into Class A Common Stock and distributed, for no consideration, an aggregate of 3,271,524 shares of the Issuer’s Class A Common Stock in a pro rata in-kind distribution to their respective partners and to AH Equity IV. On the same date, AH Equity IV distributed, for no consideration, all of the shares of the Issuer’s Class A Common Stock it received from AH IV, AH IV-A, AH IV-B and AH IV-Q in a pro rata in-kind distribution to its members. AH Capital Management, L.L.C. (“AH Capital Management”) received 242 shares of Class A Common Stock from AH Equity IV in connection with the aforementioned pro rata in-kind distribution. Andreessen and Horowitz are members of AH Capital Management and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer held of record by AH Capital Management. On September 6, 2022, the closing price of the Issuer’s Class A Common Stock on the New York Stock Exchange was $13.04.

Sale by AH Capital Management

On September 7, 2022, AH Capital Management sold 242 shares of Class A Common Stock at a weighted average price of $12.5411 per share, or $3,034.95 in the aggregate, in open market sales. The shares were sold at prices ranging from $12.19 to $12.82. AH Capital Management undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the previous sentence.

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Sale by AH LSV I

On March 8, 2023, AH LSV I converted 360,983 shares of the Issuer’s Class B Common Stock into Class A Common Stock and sold all such shares of Class A Common Stock at a weighted average price of $20.9151 per share, or $7,550,001.38 in the aggregate, in open market sales. The shares were sold at prices ranging from $20.68 to $21.215. AH LSV I undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SE C, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the previous sentence.

On June 8, 2023, AH LSV I converted 331,545 shares of the Issuer’s Class B Common Stock into Class A Common Stock and sold all such shares of Class A Common Stock at a weighted average price of $27.7488 per share, or approximately $9,200,000 in the aggregate, in open market sales. The shares were sold at prices ranging from $27.65 to $27.87. AH LSV I undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the previous sentence.

On September 8, 2023, AH LSV I converted 310,952 shares of the Issuer’s Class B Common Stock into Class A Common Stock and sold all such shares of Class A Common Stock in multiple transactions. AH LSV I sold (i) 247,538 shares of Class A Common Stock at a weighted average price of $30.781 per share, in open market sales with prices ranging from $30.24 to $31.235 and (ii) 63,414 shares of Class A Common Stock at a weighted average price of $31.478 per share, in open market sales with prices ranging from $31.24 to $31.715. AH LSV I undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the previous sentence.

Sale by AH Parallel V

On June 8, 2023, AH Parallel V converted 36,038 shares of the Issuer’s Class B Common Stock into Class A Common Stock and sold all such shares of Class A Common Stock at a weighted average price of $27.7488 per share, or approximately $1,000,000 in the aggregate, in open market sales. The shares were sold at prices ranging from $27.65 to $27.87. AH Parallel V undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the previous sentence.

On September 8, 2023, AH Parallel V converted 80,978 shares of the Issuer’s Class B Common Stock into Class A Common Stock and sold all such shares of Class A Common Stock in multiple transactions. AH Parallel V sold (i) 64,464 shares of Class A Common Stock at a weighted average price of $30.781 per share, in open market sales with prices ranging from $30.24 to $31.235 and (ii) 16,514 shares of Class A Common Stock at a weighted average price of $31.478 per share, in open market sales with prices ranging from $31.24 to $31.715. AH Parallel V undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the previous sentence.

Source of Funds

The source of the funds for all purchases and acquisitions by AH IV, AH Parallel IV, AH Parallel V, AH LSV I and AH LSV III was from working capital.

No part of the purchase price was borrowed by AH IV, AH Parallel IV, AH Parallel V, AH LSV I or AH LSV III for the purpose of acquiring any securities discussed in this Item 3.

The information set forth in or incorporated by reference into Items 4, 5 and 6 of this Amendment No.4 is hereby incorporated by reference in its entirety into this Item 3.

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The Reporting Persons hold their securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional shares of Class A Common Stock and/or retain and/or sell all or a portion of the Class A Common Stock held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the Class A Common Stock held by the Reporting Persons to their respective members or limited partners. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Class A Common Stock; general market and economic conditions; ongoing evaluation of the Issuer's business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of this Amendment No. 4.

(a)-(b)       The responses of the Reporting Persons with respect to rows 7 through 13 of their respective cover pages to this Amendment No. 4 are incorporated herein by reference.

Calculations of the percentage of the shares of Class A Common Stock beneficially owned by the Reporting Persons is based on 179,290,763 shares of Class A Common Stock outstanding as of August 29, 2023, as reported in the Issuer’s Form 10-Q, plus 80,978 shares of Class A Common Stock converted from Class B Common Stock by AH Parallel V and 310,952 shares of Class A Common Stock converted from Class B Common Stock by AH LSV I on September 8, 2023.

(c)       Except as described in Item 3 of this Amendment No. 4, which descriptions are incorporated herein by reference, none of the Reporting Persons have engaged in any transaction with respect to the Class A Common Stock during the 60 days prior to the date of filing of this Amendment No. 4.

(d)       Under certain circumstances set forth in the limited partnership agreement of each of AH IV, AH Parallel IV, AH Parallel V, AH LSV I and AH LSV III and the limited liability company agreement of each of AH Equity IV, AH Equity IV Parallel, AH Equity V Parallel, AH Equity LSV I and AH Equity LSV III the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.

(e)       Not applicable.

The Issuer, AH IV, AH Parallel IV, AH Parallel V and AH LSV I and certain other investors entered into an Amended and Restated Investors’ Rights Agreement dated January 13, 2021 (the “Rights Agreement”). The Rights Agreement grants to AH IV, AH Parallel IV, AH Parallel V and AH LSV I and certain other parties thereto certain rights including demand registration rights, piggyback registration rights and Form S-3 registration rights. Such registration rights will expire, with respect to any particular stockholder, upon the earlier of: (i) a Deemed Liquidation Event or a Stock Sale (as such terms are defined in the Rights Agreement), (ii) five (5) years after the closing of the Initial Offering or (iii) at such time following the Initial Offering when such stockholder holds less than 1% of the Issuer’s outstanding securities and all Registrable Securities (as defined therein) of such stockholder may be sold pursuant to Rule 144 of the Securities Act of 1933, as amended, within a ninety (90) day period. This summary is qualified by the actual terms of the Rights Agreement, a copy of which is attached as an exhibit to this Amendment No.4 and is incorporated herein by reference.

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Andreessen, in his capacity as a director of the Issuer, entered into an Indemnification Agreement with the Issuer. This summary is qualified by the actual terms of the Indemnification Agreement, a copy of which is attached as an exhibit to this Amendment No.4 and is incorporated herein by reference.

SIGNATURES

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.

Date: September 12, 2023

*Signed pursuant to a Power of Attorney attached as Exhibit A.

**Signed pursuant to a Power of Attorney attached as Exhibit B.

exhibit A

POWER OF ATTORNEY

The undersigned individual (the “Reporting Person”) hereby authorizes and designates each entity affiliated with AH Capital Management, L.L.C., or such other person or entity as is designated in writing by Marc Andreessen (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of the Reporting Person individually, or jointly together with other reporting persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that the Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (collectively, the “Companies”).

The Reporting Person hereby further authorizes and designates Phil Hathaway (the “Authorized Signatory”) to execute and file on behalf of the Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

The authority of the Designated Filer and the Authorized Signatory under this Document with respect to the Reporting Person shall continue until the Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. The Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

exhibit B

POWER OF ATTORNEY

The undersigned individual (the “Reporting Person”) hereby authorizes and designates each entity affiliated with AH Capital Management, L.L.C., or such other person or entity as is designated in writing by Ben Horowitz (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of the Reporting Person individually, or jointly together with other reporting persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that the Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (collectively, the “Companies”).

The Reporting Person hereby further authorizes and designates Phil Hathaway (the “Authorized Signatory”) to execute and file on behalf of the Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

The authority of the Designated Filer and the Authorized Signatory under this Document with respect to the Reporting Person shall continue until the Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. The Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

exhibit C

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Class A Common Stock of Samsara Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

Date: September 12, 2023

*Signed pursuant to a Power of Attorney attached as Exhibit A.

**Signed pursuant to a Power of Attorney attached as Exhibit B.