Sec Form 4 Filing - McCall Andy @ Samsara Inc. - 2022-12-15

Insider filing report for Changes in Beneficial Ownership
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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
McCall Andy
2. Issuer Name and Ticker or Trading Symbol
Samsara Inc. [ IOT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See remarks
(Last) (First) (Middle)
C/O SAMSARA INC., 1 DE HARO STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2022
(Street)
SAN FRANCISCO, CA94107
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
Class A Common Stock 12/15/2022 C 106,250 A $ 0 535,847 D
Class A Common Stock 12/15/2022 S( 1 ) 67,013 D $ 12.3467( 2 ) 468,834 D
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( 3 ) ( 4 ) 12/15/2022 M 106,250 ( 5 ) ( 5 ) Class B Common Stock 106,250 $ 0 779,167 D
Class B Common Stock $ 0 12/15/2022 M 106,250 ( 5 ) ( 5 ) Class A Common Stock 106,250 $ 0 1,841,622 D
Class B Common Stock $ 0 12/15/2022 C 106,250 ( 5 ) ( 5 ) Class A Common Stock 106,250 $ 0 1,735,372 D
Class B Common Stock $ 0 ( 5 ) ( 5 ) Class A Common Stock 5,399,627 5,399,627 I See footnote( 6 )
Class B Common Stock $ 0 ( 5 ) ( 5 ) Class A Common Stock 1,673,333 1,673,333 I See footnote( 7 )
Class B Common Stock $ 0 ( 5 ) ( 5 ) Class A Common Stock 646,853 646,853 I See footnote( 8 )
Class B Common Stock $ 0 ( 5 ) ( 5 ) Class A Common Stock 646,853 646,853 I See footnote( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McCall Andy
C/O SAMSARA INC.
1 DE HARO STREET
SAN FRANCISCO, CA94107
See remarks
Signatures
/s/ Adam Eltoukhy, attorney-in-fact on behalf of Andy McCall 12/19/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were disposed of in non-discretionary transactions to cover the reporting person's tax withholding obligations in connection with the settlement of awards of RSUs.
( 2 )The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $12.04 to $13.01 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
( 3 )The reported shares are represented by RSUs, of which 106,250 shares vested on December 15, 2022 and the remaining shares vest in quarterly installments through December 15, 2024.
( 4 )Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.
( 5 )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.
( 6 )Consists of shares held by JAM and BAM, Co-Trustees of The JAM and BAM Joint Living Trust u/a/d 6/30/2009, over which Mr. McCall has voting or investment power.
( 7 )Consists of shares held by JAM and BAM, Co-Trustees of The McCall 2020 Irrevocable Children's Trust u/a/d 8/7/2020, over which Mr. McCall has voting or investment power.
( 8 )Consists of shares held by James Andrew McCall III, Trustee of The James Andrew McCall III 2020 Annuity Trust u/a/d 8/7/2020, over which Mr. McCall has voting or investment power.
( 9 )Consists of shares held by BAM, Trustee of The BAM 2020 Annuity Trust u/a/d 8/7/2020, over which Mr. McCall has voting or investment power.

Remarks:
Executive Vice President, Chief Revenue Officer

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