Sec Form 13G Filing - Dragoneer Investment Group LLC filing for Samsara Inc. (IOT) - 2022-02-14

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  Names of Reporting Persons

  Marc Stad

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

   3,847,799 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

   3,847,799 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

   3,847,799 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.99%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN, HC

Includes (i) 331,287 Class A Common Shares of Samsara, Inc. (the “Issuer”) and (ii) 3,516,512 Class A Common Shares issuable upon conversion of the Issuer’s Class B Common Shares. Each Class B Common Share is convertible into one Class A Common Share. The Reporting Persons are subject to a limitation pursuant to which the Reporting Persons may not convert their Class B Common Shares to Class A Common Shares if such exercise would cause the Reporting Persons to beneficially own Class A Common Shares in an amount exceeding 9.99% of the Class A Common Shares outstanding immediately after giving effect to such conversion. As a result, only 3,516,512 of the 5,424,513 Class B Common Shares beneficially owned by the Reporting Persons may currently be converted to Class A Common Shares within 60 days.

Based on (i) 35,000,000 Class A Common Shares reported outstanding in the Issuer’s Prospectus filed with the Securities and Exchange Commission on December 15, 2021 after giving effect to the offering described therein and assuming no exercise of the underwriter’s option to purchase additional shares described therein and (ii) 3,516,512 Class A Common Shares issuable upon conversion of the Issuer’s Class B Common Shares.

  Names of Reporting Persons

  Dragoneer Investment Group, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

   3,847,799 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

   3,847,799 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

   3,847,799 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.99% ⁽²⁾

  Type of Reporting Person (See Instructions)

  IA, OO

Includes (i) 331,287 Class A Common Shares of Samsara, Inc. (the “Issuer”) and (ii) 3,516,512 Class A Common Shares issuable upon conversion of the Issuer’s Class B Common Shares. Each Class B Common Share is convertible into one Class A Common Share. The Reporting Persons are subject to a limitation pursuant to which the Reporting Persons may not convert their Class B Common Shares to Class A Common Shares if such exercise would cause the Reporting Persons to beneficially own Class A Common Shares in an amount exceeding 9.99% of the Class A Common Shares outstanding immediately after giving effect to such conversion. As a result, only 3,516,512 of the 5,424,513 Class B Common Shares beneficially owned by the Reporting Persons may currently be converted to Class A Common Shares within 60 days.

Based on (i) 35,000,000 Class A Common Shares reported outstanding in the Issuer’s Prospectus filed with the Securities and Exchange Commission on December 15, 2021 after giving effect to the offering described therein and assuming no exercise of the underwriter’s option to purchase additional shares described therein and (ii) 3,516,512 Class A Common Shares issuable upon conversion of the Issuer’s Class B Common Shares.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Person Filing

Address of Principal Business Office or, if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

(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);

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

☒

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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);

(j)

☐

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification