Sec Form 4 Filing - General Catalyst Group VIII Supplemental, L.P. @ Samsara Inc. - 2023-09-13

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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)
09/13/2023
(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 09/13/2023 C 3,187,815 A $ 0 3,187,815 D ( 1 ) ( 2 ) ( 3 )
Class A Common Stock 09/13/2023 J( 4 ) 3,187,815 D $ 0 0 D ( 1 ) ( 2 ) ( 3 )
Class A Common Stock 09/13/2023 J( 5 ) 582,265 A $ 0 582,265 I Directly held by General Catalyst Partners VIII, L.P. ( 1 ) ( 2 ) ( 3 )
Class A Common Stock 09/14/2023 J( 6 ) 582,265 D $ 0 0 I Directly held by General Catalyst Partners VIII, L.P. ( 1 ) ( 2 ) ( 3 )
Class A Common Stock 09/14/2023 J( 7 ) 64,053 A $ 0 64,053 I Directly held by GCSE VIII, L.P. ( 1 ) ( 2 ) ( 3 )
Class A Common Stock 09/14/2023 J( 8 ) 64,053 D $ 0 0 I Directly held by GCSE VIII, L.P. ( 1 ) ( 2 ) ( 3 )
Class A Common Stock 2,000,000 I Directly held by General Catalyst Group XI - Endurance, L.P. ( 9 )
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
Class B Common Stock $ 0 09/13/2023 C 3,187,815 ( 10 ) ( 10 ) Class A Common Stock 3,187,815 $ 0 0 D
Class B Common Stock $ 0 ( 10 ) ( 10 ) Class A Common Stock 11,187,815 11,187,815 I Directly held by General Catalyst Group VIII, L.P.
Class B Common Stock $ 0 ( 10 ) ( 10 ) Class A Common Stock 3,943,716 3,943,716 I Directly held by GC Venture VIII, LLC
Class B Common Stock $ 0 ( 10 ) ( 10 ) Class A Common Stock 8,588,813 8,588,813 I Directly held by GC Venture VIII-B, LLC
Class B Common Stock $ 0 ( 10 ) ( 10 ) Class A Common Stock 4,520,428 4,520,428 I Directly held by General Catalyst Group X - Endurance, L.P.
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 - End urance, 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 09/15/2023
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 09/15/2023
Signature of Reporting Person Date
GC Venture VIII, LLC, By: GC Venture VIII Manager, LLC, Its Manager, By: General Catalyst Group Management, LLC, Its Manager; By: Christopher McCain 09/15/2023
Signature of Reporting Person Date
GC Venture VIII-B, LLC, By: GC Venture VIII-B Manager, LLC, Its Manager, By: General Catalyst Group Management, LLC, Its Manager; By: Christopher McCain 09/15/2023
Signature of Reporting Person Date
General Catalyst Group X - Endurance, L.P., By: General Partner for General Catalyst Partners X - Growth Venture, L.P., By: General Catalyst GP X - Growth Venture, LLC, its General Partner, By: /s/ Christopher McCain 09/15/2023
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 09/15/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 (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. ("GCPVIII"), which is the general partner of General Catalyst Group VIII, L.P. ("GCGVIII"),
( 2 )(Continued from Footnote 1) GCSE VIII, L.P. ("GCSE") and General Catalyst Group VIII Supplemental, L.P. ("GCGVIIIS") and (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").
( 3 )(Continued from Footnote 2) Each party named above disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 4 )Effective September 13, 2023, GCGVIIIS, a venture capital partnership, distributed in-kind on a pro-rata basis, without consideration, a total of 3,187,815 shares of Class A Common Stock of the Issuer to its general and limited partners.
( 5 )Represents shares previously reported as held through GCGVIIIS.
( 6 )Effective September 14, 2023, GCPVIII, a venture capital partnership, distributed in-kind on a pro-rata basis, without consideration, a total of 582,265 shares of Class A Common Stock of the Issuer to its general and limited partners.
( 7 )Represents shares previously reported as held through GCPVIII.
( 8 )Effective September 14, 2023, GCSE, a venture capital partnership, distributed in-kind on a pro-rata basis, without consideration, a total of 64,053 shares of Class A Common Stock of the Issuer to its general and limited partners.
( 9 )GCGMH LLC is the general partner of GCGMH, which is the manager of 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 General Catalyst Group XI - Endurance, L.P. ("GCGXIE"). Each party named above disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 10 )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.

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