SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Biswas Sanjit

(Last)

(First)

(Middle)

C/O SAMSARA INC. 350 RHODE ISLAND STREET

4TH FLOOR, SOUTH BUILDING

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2021

3. Issuer Name and Ticker or Trading Symbol
Samsara Inc. [ IOT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,286,597	⁽¹⁾	D
Stock Option (right to buy)	⁽²⁾	05/08/2029	Class B Common Stock	1,140,062	$3.51	D
Stock Option (right to buy)	⁽³⁾	10/14/2030	Class B Common Stock	3,051,280	$7.59	D
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	66,594,629	⁽¹⁾	I	See footnote⁽⁵⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	12,386,955	⁽¹⁾	I	See footnote⁽⁵⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	4,629,639	⁽¹⁾	I	See footnote⁽⁵⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	4,155,371	⁽¹⁾	I	See footnote⁽⁵⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,155,371	⁽¹⁾	I	See footnote⁽⁶⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	15,591,942	⁽¹⁾	I	See footnote⁽⁷⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,292,432	⁽¹⁾	I	See footnote⁽⁸⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,292,432	⁽¹⁾	I	See footnote⁽⁹⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	250,000	⁽¹⁾	I	See footnote⁽¹⁰⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	250,000	⁽¹⁾	I	See footnote⁽¹¹⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	250,000	⁽¹⁾	I	See footnote⁽¹²⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	250,000	⁽¹⁾	I	See footnote⁽¹³⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,286,597	⁽¹⁾	I	See footnote⁽¹⁴⁾

Explanation of Responses:

1. 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 and has no expiration date.

2. 1/48 of the total shares subject to the Option vested on March 4, 2019 and thereafter 1/48 of the shares subject to the Option vest each month thereafter on the same day of the month.

3. 1/48 of the total shares subject to the Option vested on November 15, 2020 and thereafter 1/48 of the shares subject to the Option vest each month thereafter on the same day of the month.

4. The Series A, Series B and Series C 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 and Series C 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.

5. Consists of shares held by SB and HB, Co-Trustees of the Biswas Family Trust u/a/d 7/13/2012, over which Mr. Biswas has voting or investment power.

6. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.

7. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust II u/a/d 10/14/2021, over which Mr. Biswas has voting or investment power.

8. Consists of shares held by HB, Trustee of The HB 2020 Annuity Trust u/a/d 12/2/2020, over which Mr. Biswas has voting or investment power.

9. Consists of shares held by Sanjit Biswas, Trustee of The Sanjit Biswas 2020 Annuity Trust u/a/d 12/2/2020, over which Mr. Biswas has voting or investment power.

10. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.

11. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A fbo REB u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.

12. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A fbo NAmB u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.

13. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I-A fbo NAlB u/a/d 11/11/2021, over which Mr. Biswas has voting or investment power.

14. Consists of shares held by Mr. Biswas's spouse.

Remarks:

Power of Attorney

	/s/ Adam Eltoukhy, attorney-in-fact on behalf of Sanjit Biswas	12/14/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.