Sec Form 4 Filing - General Catalyst Group VIII Supplemental, L.P. @ Samsara Inc. - 2021-12-17

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FORM 4
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
General Catalyst Group VIII Supplemental, 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)
C/O GENERAL CATALYST PARTNERS, 20 UNIVERSITY ROAD, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/17/2021
(Street)
CAMBRIDGE, MA02138
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
Class A Common Stock 12/17/2021 P 2,000,000 A $ 23 2,000,000 I See footnote( 1 )
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 $ 0 12/17/2021 C 21,232,344 ( 2 ) ( 2 ) Class B Common Stock 21,232,344 $ 0 0 I See footnotes( 3 )( 4 )( 5 )
Class B Common Stock $ 0 12/17/2021 C 21,232,344 ( 2 ) ( 2 ) Class A Common Stock 21,232,344 $ 0 21,232,344 I See footnotes( 3 )( 4 )( 5 )
Series D Preferred Stock $ 0 12/17/2021 C 5,001,080 ( 2 ) ( 2 ) Class B Common Stock 5,001,080 $ 0 0 I See footnotes( 3 )( 4 )( 6 )
Class B Common Stock $ 0 12/17/2021 C 5,001,080 ( 2 ) ( 2 ) Class A Common Stock 5,001,080 $ 0 5,001,080 I See footnotes( 3 )( 4 )( 6 )
Series E Preferred Stock $ 0 12/17/2021 C 5,633,880 ( 2 ) ( 2 ) Class B Common Stock 5,633,880 $ 0 0 I See footnotes( 3 )( 4 )( 7 )
Class B Common Stock $ 0 12/17/2021 C 5,633,880 ( 2 ) ( 2 ) Class A Common Stock 5,633,880 $ 0 5,633,880 I See footnotes( 3 )( 4 )( 7 )
Series F Preferred Stock $ 0 12/17/2021 C 13,561,283 ( 2 ) ( 2 ) Class B Common Stock 13,561,283 $ 0 0 I See footnotes( 3 )( 4 )( 8 )
Class B Common Stock $ 0 12/17/2021 C 13,561,283 ( 2 ) ( 2 ) Class A Common Stock 13,561,283 $ 0 13,561,283 I See footnotes( 3 )( 4 )( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
General Catalyst Group VIII Supplemental, L.P.
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD, 4TH FLOOR
CAMBRIDGE, MA02138
X
General Catalyst Group VIII, L.P.
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR,
CAMBRIDGE, MA02138
X
GC Venture VIII, LLC
20 UNIVERSITY RD, SUITE 450,
CAMBRIDGE, MA02138
X
GC Venture VIII-B, LLC
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR,
CAMBRIDGE, MA02138
X
General Catalyst Group X - Endurance, L.P.
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR,
CAMBRIDGE, MA02138
X
General Catalyst Group XI - Endurance, L.P.
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR,
CAMBRIDGE, MA02138
X
Signatures
General Catalyst Group VIII, LP, By: General Catalyst Partners VIII, L.P., Its General Partner, By: General Catalyst GP VIII, LLC, Its General Partner; By: Christopher McCain 12/21/2021
Signature of Reporting Person Date
General Catalyst Group VIII Supplemental, L.P., By: General Catalyst Partners VIII, L.P., Its General Partner, By: General Catalyst GP VIII, LLC, Its General Partner; By: Christopher McCain 12/21/2021
Signature of Reporting Person Date
GC Ventures VIII, LLC, By: GC Venture VIII Manager, LLC, Its Manager, By: General Catalyst Group Management, LLC, Its Manager; By: Christopher McCain 12/21/2021
Signature of Reporting Person Date
GC Ventures VIII-B, LLC, By: GC Venture VIII-B Manager, LLC, Its Manager, By: General Catalyst Group Management, LLC, Its Manager; By: Christopher McCain 12/21/2021
Signature of Reporting Person Date
General Catalyst Group X - Endurance, L.P., By: General Partner for General Catalyst Partners X - Growth Ventures, L..P., By: General Catalyst GP X - Growth Ventures LLC, its General Partner, By: /s/ Christopher McCain 12/21/2021
Signature of Reporting Person Date
General Catalyst Group XI - Endurance, L.P., By: General Partner for General Catalyst Partners XI - Endurance, L..P., By: General Catalyst Endurance GP XI, LLC, its General Partner, By: /s/ Christopher McCain 12/21/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the Issuer's initial public offering of Class A Common Stock, General Catalyst Group XI - Endurance, L.P. ("GCGXIE") purchased shares of Class A Common Stock from the underwriters at the initial public offering price. General Catalyst Group Management Holdings GP, LLC ("GCGMH LLC") is the general partner of General Catalyst Group Management Holdings, L.P. ("GCGMH"), which is the manager of General Catalyst Group Management, LLC ("GCGM LLC"), which is the manager of General Catalyst Endurance GP XI, LLC, which is the general partner of General Catalyst Partners XI - Endurance, L.P., which is the general partner of GCGXIE. 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 GCGXIE. Each party named above disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 2 )Each share of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock automatically converted into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock. 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.
( 3 )GCGMH LLC" is the general partner of GCGMH., which is the manager of GCGM LLC, which is (a) the manager of GC Venture VIII Manager, LLC ("GCVVIII Manager"), which is the manager of GC Venture VIII, LLC ("GCVVIII"), (b) the manager of GC Venture VIII-B Manager, LLC, which is the manager of GC Venture VIII-B, LLC ("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 General Catalyst Group VIII, L.P. ("GCGVIII") and General Catalyst Group VIII Supplemental, L.P. ("GCGVIIIS") and
( 4 )(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 General Catalyst Group X - Endurance, L.P ("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 except to the extent of his pecuniary interest therein.
( 5 )Consists of 10,616,172 shares held of record by GCGVIIIS and 10,616,172 shares held of record by GCGVIII.
( 6 )Consists of 2,500,540 shares held of record by GCGVIIIS and 2,500,540 shares held of record by GCGVIII.
( 7 )Consists of 3,943,716 shares held of record by GCVVIII, 845,082 shares held of record by GCGVIIIS and 845,082 shares held of record by GCGVIII.
( 8 )Consists of 8,588,813 shares held of record by GCVVIIIB, 226,021 shares held of record by GCGVIIIS,226,021 shares held of record by GCGVIIIand 4,520,428 shares held of record by GCGXE..

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