Sec Form 3 Filing - Taneja Hemant @ Samsara Inc. - 2021-12-14

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Taneja Hemant
2. Issuer Name and Ticker or Trading Symbol
Samsara Inc. [ IOT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS, 20 UNIVERSITY ROAD, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2021
(Street)
CAMBRIDGE, MA02138
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 21,232,344 I See footnotes( 2 )( 3 )( 4 )
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 5,001,080 I See footnotes( 2 )( 3 )( 5 )
Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 5,633,880 I See footnotes( 2 )( 3 )( 6 )
Series F Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 13,561,283 I See footnotes( 2 )( 3 )( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Taneja Hemant
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD, 4TH FLOOR
CAMBRIDGE, MA02138
X X
Signatures
/s/ Christopher McCain, attorney-in-fact on behalf of Hemant Taneja 12/14/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series C, Series D, Series E and Series F Preferred Stock are each convertible into Class B Common Stock on a 1:1 basis and have no expiration date. Upon the closing of the Issuer's initial public offering, all shares of Series C, Series D, Series E and Series F Preferred Stock will be converted into shares of Class B Common Stock of the Issuer. The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis
( 2 )General Catalyst Group Management Holdings GP, LLC ("GCGMH LLC") is the general partner of General Catalyst Group Management Holdings, L.P., which is the manager of General Catalyst Group Management, LLC, which is (a) the manager of GC Venture VIII Manager, LLC, which is the manager of GCVVIII, (b) the manager of GC Venture VIII-B Manager, LLC, which is the manager of GCVVIIIB, (c) the manager of General Catalyst GP VIII, LLC ("GCGPVIII"), which is the general partner of General Catalyst Partners VIII, L.P., which is the general partner of GCGVIII and GCGVIIIS and
( 3 )(d) the manager of General Catalyst GP X - Growth Venture LLC, which is the general partner of General Catalyst Partners X - Growth Venture, L.P., which is the general partner of GCGXE. Kenneth Chenault, Joel Cutler, David Fialkow and Hemant Taneja are managing members of GCGMH LLC, and, as a result, may be deemed to share voting and investment power with respect to the shares held by GCVVIII, GCVVIIIB, GCGVIIIS, GCGVIII and GCGXE. Each party named above disclaims beneficial ownership of such shares.
( 4 )Consists of 10,616,172 shares held of record by General Catalyst Group VIII Supplemental, L.P. and 10,616,172 shares held of record by General Catalyst Group VIII, L.P.
( 5 )Consists of 2,500,540 shares held of record by General Catalyst Group VIII Supplemental, L.P. and 2,500,540 shares held of record by General Catalyst Group VIII, L.P.
( 6 )Consists of 3,943,716 shares held of record by GC Venture VIII, LLC, 845,082 shares held of record by General Catalyst Group VIII Supplemental, L.P. and 845,082 shares held of record by General Catalyst Group VIII, L.P.
( 7 )Consists of 8,588,813 shares held of record by GC Venture VIII-B, LLC, 226,021 shares held of record by General Catalyst Group VIII Supplemental, L.P., 226,021 shares held of record by General Catalyst Group VIII, L.P. and 4,520,428 shares held of record by General Catalyst Group X - Endurance, L.P.

Remarks:
Power of Attorney

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