Sec Form 3 Filing - Andreessen Horowitz Fund IV, L.P. @ Samsara Inc. - 2021-12-14

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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
Andreessen Horowitz Fund IV, L.P.
2. Issuer Name and Ticker or Trading Symbol
Samsara Inc. [ IOT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2865 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2021
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 40,492,830 I By Andreessen Horowitz Fund IV, L.P.( 2 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 9,259,278 I By Andreessen Horowitz Fund IV, L.P.( 2 )
Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 3,951,276 I By Andreessen Horowitz Fund IV, L.P.( 2 )
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 4,313,218 I By Andreessen Horowitz Fund IV, L.P.( 2 )
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 4,974,501 I By AH Parallel Fund IV, L.P.( 3 )( 4 )
Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 5,633,880 I By AH Parallel Fund V, L.P.( 5 )( 6 )
Series F Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 13,561,282 I By Andreessen Horowitz LSV Fund I, L.P.( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Andreessen Horowitz Fund IV, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz Fund IV-A, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz Fund IV-B, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz Fund IV-Q, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz LSV Fund I, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz LSV Fund I-B, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Andreessen Horowitz LSV Fund I-Q, L.P.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AH Equity Partners LSV I, L.L.C.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AH Equity Partners IV, L.L.C.
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
HOROWITZ BENJAMIN A
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
Andreessen Horowitz Fund IV, L.P., By: AH Equity Partners IV, L.L.C., Its: General Partner, By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 12/14/2021
Signature of Reporting Person Date
Andreessen Horowitz Fund IV-A, L.P., By: AH Equity Partners IV, L.L.C., Its: General Partner, By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 12/14/2021
Signature of Reporting Person Date
Andreessen Horowitz Fund IV-B, L.P., By: AH Equity Partners IV, L.L.C., Its: General Partner, By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 12/14/2021
Signature of Reporting Person Date
Andreessen Horowitz Fund IV-Q, L.P., By: AH Equity Partners IV, L.L.C., Its: General Partner, By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 12/14/2021
Signature of Reporting Person Date
AH Equity Partners IV, L.L.C., By: /s/ Scott Kupor Scott Kupor, Chief Operating Officer 12/14/2021
Signature of Reporting Person Date
Andreessen Horowitz LSV Fund I, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 12/14/2021
Signature of Reporting Person Date
Andreessen Horowitz LSV Fund I-B, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 12/14/2021
Signature of Reporting Person Date
Andreessen Horowitz LSV Fund I-Q, L.P., By: AH Equity Partners LSV I, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 12/14/2021
Signature of Reporting Person Date
AH Equity Partners LSV I, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 12/14/2021
Signature of Reporting Person Date
/s/ Scott Kupor, Attorney-in-Fact for Benjamin Horowitz 12/14/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A, Series B, 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 A, Series B, 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 )These securities are held of record by Andreessen Horowitz Fund IV, L.P., for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., and Andreessen Horowitz Fund IV-Q, L.P. (collectively, the "AH Fund IV Entities"). AH Equity Partners IV, L.L.C. ("AH EP IV"), the general partner of the AH Fund IV Entities, may be deemed to have sole voting and dispositive power over the securities held by the AH Fund IV Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV and may be deemed to have shared voting and dispositive power over the securities held by the AH Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund IV Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
( 3 )These securities are held of record by AH Parallel Fund IV, L.P., for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively, the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, may be deemed to have sole voting and dispositive power over the securities held by the AH Parallel Fund IV Entities.
( 4 )(Continued from Footnote 3) Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV Parallel and may be deemed to have shared voting and dispositive power over the securities held by the AH Parallel Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund IV Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
( 5 )These securities are held of record by AH Parallel Fund V, L.P., for itself and as nominee for AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., and AH Parallel Fund V-Q, L.P. (collectively, the "AH Parallel Fund V Entities"). AH Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of the AH Parallel Fund V Entities, may be deemed to have sole voting and dispositive power over the securities held by the AH Parallel Fund V Entities.
( 6 )(Continued from Footnote 5) Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V Parallel and may be deemed to have shared voting and dispositive power over the securities held by the AH Parallel Fund V Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund V Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
( 7 )These securities are held of record by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, may be deemed to have sole voting and dispositive power over the securities held by the AH LSV Fund I Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV I and may be deemed to have shared voting and dispositive power over the securities held by the AH LSV Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

Remarks:
This Form 3 is one of two Form 3s filed relating to the same event. Combined, the two reports report the holdings for the following reporting persons: Andreessen Horowitz Fund IV, L.P., Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., Andreessen Horowitz Fund IV-Q, L.P., Andreessen Horowitz LSV Fund I, L.P., Andreessen Horowitz LSV Fund I-B, L.P., Andreessen Horowitz LSV Fund I-Q, L.P., AH Parallel Fund IV, L.P., AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B L.P., AH Parallel Fund IV-Q, L.P., AH Parallel Fund V, L.P., AH Parallel Fund V-A, L.P., AH Parallel Fund V-B L.P., AH Parallel Fund V-Q, L.P., AH Equity Partners IV, L.L.C., AH Equity Partners LSV I, L.L.C., AH Equity Partners IV (Parallel), L.L.C., AH Equity Partners V (Parallel), L.L.C. and Benjamin Horowitz. This Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons.Exhibit 24 - Power of Attorney of Benjamin Horowitz

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