Sec Form 13G Filing - Biswas Sanjit filing for Samsara Inc. (IOT) - 2022-02-11

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  Names of reporting persons

  Sanjit Biswas

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

  SEC use only

  Citizenship or place of organization

  United States of America

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

  Sole voting power

  8,361,301 (1)(4)

  Shared voting power

  109,289,006 (2)(4)

  Sole dispositive power

  8,361,301 (1)(4)

  Shared dispositive power

  109,289,006 (2)(4)

  Aggregate amount beneficially owned by each reporting person

  117,650,307 (1)(2)

  Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

  ☐

  Percent of class represented by amount in Row (9)

  75.32% (3)

  Type of reporting person (see instructions)

  IN

Includes: (a) 1,877,527 shares of Class B Common Stock held of record by Mr. Biswas, (b) 2,292,432 shares of Class B Common Stock held of record by Sanjit Biswas, Trustee of The Sanjit Biswas 2020 Annuity Trust u/a/d 12/2/2020, of which the Reporting Person may be deemed to have voting or dispositive power; and (c) options to purchase 4,191,342 shares of Class B Common Stock, all of which are exercisable within 60 days of December 31, 2021.

Consists of: (a) 84,962,664 shares of Class B Common Stock held of record by SB and HB, Co-Trustees of the Biswas Family Trust u/a/d 7/13/2012, of which the Reporting Person may be deemed to have voting or dispositive power; (b) 4,155,371 shares of Class B Common Stock held of record by Jordan Park Trust Company, LLC, Trustee of The Biswas Trust I u/a/d 11/11/2021, of which the Reporting Person may be deemed to have voting or dispositive power; (c) 15,591,942 shares of Class

Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming full conversion of the shares of Class B Common Stock held of record by Mr. Biswas, but not any of the shares of Class B Common Stock held by any other person). Percentage ownership is calculated based on 38,546,882 shares of Class A Common Stock of the Issuer outstanding, which includes 35,000,000 shares of Class A Common Stock issued in the Issuer’s initial public offering and the exercise of the underwriters’ option to purchase 3,546,882 additional shares of Class A Common Stock, as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on December 15, 2021, and the Issuer’s press release issued on January 19, 2022.

Each share of Class B Common Stock is convertible into one share of the Issuer’s Class A Common Stock at the option of the holder and has no expiration date. Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of 5 Percent or Less of a Class.

Ownership of More than 5 Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.