Form 4 - Statement of changes in beneficial ownership of securities

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).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Biswas Sanjit

(Last)

(First)

(Middle)

C/O SAMSARA INC.

1 DE HARO STREET

(Street)

SAN FRANCISCO

CA

94107

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2024

4. 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 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	01/09/2024		C		960,000	A	$0.00	1,042,335	I	See footnote⁽¹⁾
Class A Common Stock	01/09/2024		C		57,600	A	$0.00	57,600	I	See footnote⁽²⁾
Class A Common Stock	01/09/2024		C		230,400	A	$0.00	230,400	I	See footnote⁽³⁾
Class A Common Stock	01/09/2024		S⁽⁴⁾		87,127	D	$32.6344⁽⁵⁾	955,208	I	See footnote⁽¹⁾
Class A Common Stock	01/10/2024		S⁽⁴⁾		8,873	D	$32.91⁽⁶⁾	946,335	I	See footnote⁽¹⁾
Class A Common Stock								1,250,634⁽⁷⁾	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 (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)
Class B Common Stock	$0.00	01/09/2024		C			960,000	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	960,000	$0.00	82,519,378	I	See footnote⁽¹⁾
Class B Common Stock	$0.00	01/09/2024		C			57,600	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	57,600	$0.00	4,078,571	I	See footnote⁽²⁾
Class B Common Stock	$0.00	01/09/2024		C			230,400	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	230,400	$0.00	17,004,964	I	See footnote⁽³⁾
Class B Common Stock	$0.00							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	790,328		790,328	I	See footnote⁽⁹⁾
Class B Common Stock	$0.00							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽¹⁰⁾
Class B Common Stock	$0.00							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽¹¹⁾
Class B Common Stock	$0.00							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽¹²⁾
Class B Common Stock	$0.00							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽¹³⁾
Class B Common Stock	$0.00							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,286,597		1,286,597	I	See footnote⁽¹⁴⁾
Class B Common Stock	$0.00							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	790,328		790,328	I	See footnote⁽¹⁵⁾
Class B Common Stock⁽¹⁶⁾	$0.00							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	422,094		422,094	D

Explanation of Responses:

1. Consists of shares held by SB and HB, Co-Trustees of the Biswas Family Trust u/a/d 7/13/2012, over which the Reporting Person has voting or investment power (the "Biswas Family Trust").

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

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

4. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Biswas Family Trust on September 29, 2023.

5. 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 $31.98 to $32.97, 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 range set forth herein.

6. 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 $32.61 to $33.20, 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 range set forth herein.

7. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

8. 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.

9. Consists of shares held by Sanjit Biswas, Trustee of the Sanjit Biswas 2023 Annuity Trust u/a/d 1/16/2023, over which the Reporting Person 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 the Reporting Person 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 the Reporting Person 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 the Reporting Person 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 the Reporting Person has voting or investment power.

14. Consists of shares held by the Reporting Person's spouse.

15. Consists of shares held by HB, Trustee of the HB 2023 Annuity Trust u/a/d 1/16/2023, over which the Reporting Person has voting or investment power.

16. The reported shares represent restricted stock units, of which 126,628 shares shall vest on March 15, 2024 and the remaining shares vest in quarterly installments through December 15, 2024.

Remarks:

	/s/ Adam Eltoukhy, attorney-in-fact on behalf of Sanjit Biswas	01/11/2024
	** 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).
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.