SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

General Catalyst Group VIII Supplemental, L.P.

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2021

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	$0.00	12/17/2021		C			21,232,344	⁽²⁾	⁽²⁾	Class B Common Stock	21,232,344	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Class B Common Stock	$0.00	12/17/2021		C		21,232,344		⁽²⁾	⁽²⁾	Class A Common Stock	21,232,344	$0.00	21,232,344	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	$0.00	12/17/2021		C			5,001,080	⁽²⁾	⁽²⁾	Class B Common Stock	5,001,080	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁶⁾
Class B Common Stock	$0.00	12/17/2021		C		5,001,080		⁽²⁾	⁽²⁾	Class A Common Stock	5,001,080	$0.00	5,001,080	I	See footnotes⁽³⁾⁽⁴⁾⁽⁶⁾
Series E Preferred Stock	$0.00	12/17/2021		C			5,633,880	⁽²⁾	⁽²⁾	Class B Common Stock	5,633,880	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁷⁾
Class B Common Stock	$0.00	12/17/2021		C		5,633,880		⁽²⁾	⁽²⁾	Class A Common Stock	5,633,880	$0.00	5,633,880	I	See footnotes⁽³⁾⁽⁴⁾⁽⁷⁾
Series F Preferred Stock	$0.00	12/17/2021		C			13,561,283	⁽²⁾	⁽²⁾	Class B Common Stock	13,561,283	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁸⁾
Class B Common Stock	$0.00	12/17/2021		C		13,561,283		⁽²⁾	⁽²⁾	Class A Common Stock	13,561,283	$0.00	13,561,283	I	See footnotes⁽³⁾⁽⁴⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

General Catalyst Group VIII Supplemental, L.P.

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

General Catalyst Group VIII, L.P.

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD 4TH FLOOR,

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GC Venture VIII, LLC

(Last)

(First)

(Middle)

20 UNIVERSITY RD, SUITE 450,

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GC Venture VIII-B, LLC

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD 4TH FLOOR,

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

General Catalyst Group X - Endurance, L.P.

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD 4TH FLOOR,

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

General Catalyst Group XI - Endurance, L.P.

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD 4TH FLOOR,

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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..

Remarks:

	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
	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
	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
	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
	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
	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
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 4 (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).
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