SCHEDULE 13G
0001584740
XXXXXXXX
LIVE
Class A Common Stock, $0.000025 par value per share
09/30/2024
0001943896
RUBRIK, INC.
781154109
3495 Deer Creek Road
Palo Alto
CA
94304
Rule 13d-1(d)
Greylock XIV Limited Partnership
b
DE
0
17905789
0
17905789
17905789
N
20.58
PN
Row 6, Row 8, and Row 9 represent 17,905,789 shares of Class B Common Stock, par value $0.000025 per share (the "Class B Common Stock"), of the issuer held directly by Greylock XIV Limited Partnership.
For the numbers and percentages in the table above, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock, par value $0.000025 per share (the "Class A Common Stock"), of the issuer and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights.
The percent of class in Row 11 was calculated based on 69,118,119 shares of Class A Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024)
The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 17,905,789 shares of Class B Common Stock held by Greylock XIV Limited Partnership represents 15.44% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 69,118,119 shares of Class A Common Stock and (ii) 112,535,092 shares of Class B Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024).
Greylock XIV-A Limited Partnership
b
DE
0
994764
0
994764
994764
N
1.42
PN
Row 6, Row 8, and Row 9 represent 994,764 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership.
For the numbers and percentages in the table above, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights.
The percent of class in Row 11 was calculated based on 69,118,119 shares of Class A Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024).
The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 994,764 shares of Class A Common Stock held by Greylock XIV-A Limited Partnership represents 0.86% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 69,118,119 shares of Class A Common Stock and (ii) 112,535,092 shares of Class B Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024).
Greylock XIV Principals LLC
b
DE
0
994764
0
994764
994764
N
1.42
PN
Row 6, Row 8, and Row 9 represent 994,764 shares of Class B Common Stock held directly by Greylock XIV Principals LLC.
For the numbers and percentages in the table above, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights.
The percent of class in Row 11 was calculated based on 69,118,119 shares of Class A Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024).
The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 994,764 shares of Class A Common Stock held by Greylock XIV Principals LLC represents 0.86% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 69,118,119 shares of Class A Common Stock and (ii) 112,535,092 shares of Class B Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024).
Greylock XIV GP LLC
b
DE
0
19895317
0
19895317
19895317
N
22.35
PN
Row 6, Row 8, and Row 9 represent 17,905,789 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 994,764 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, and 994,764 shares of Class B Common Stock held directly by Greylock XIV Principals LLC. Greylock XIV GP LLC is the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and the manager of Greylock XIV Principals LLC, and may be deemed to beneficially own the shares of stock held directly by Greylock XIV Limited Partnership, Greylock XIV-A Limited Partnership, and Greylock XIV Principals LLC.
For the numbers and percentages in the table above, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the occurrence of any transfer, except for certain permitted transfers described in the issuer's amended and restated certificate of incorporation, and upon the occurrence of certain other events as described in the issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is entitled to 20 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting, conversion, and transfer rights.
The percent of class in Row 11 was calculated based on 69,118,119 shares of Class A Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024).
The percent of class in Row 11 was based on the aggregate number of shares of Class B Common Stock beneficially owned by the reporting person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 17,905,789 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 994,764 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, and 994,764 shares of Class B Common Stock held directly by Greylock XIV Principals LLC represents 17.15% of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock, based on (i) 69,118,119 shares of Class A Common Stock and (ii) 112,535,092 shares of Class B Common Stock outstanding as of August 31, 2024 (as reported in the issuer's Quarterly Report on Form 10-Q as filed by the issuer with the SEC on September 12, 2024).
RUBRIK, INC.
3495 Deer Creek Road, Palo Alto, California 94304
The reporting persons are:
(i) Greylock XIV Limited Partnership;
(ii) Greylock XIV-A Limited Partnership;
(iii) Greylock XIV Principals LLC; and
(iv) Greylock XIV GP LLC, the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and manager of Greylock XIV Principals LLC.
2550 Sand Hill Road, Suite 200, Menlo Park, CA 94025
(i) Greylock XIV Limited Partnership, a Delaware limited partnership;
(ii) Greylock XIV-A Limited Partnership, a Delaware limited partnership;
(iii) Greylock XIV Principals LLC, a Delaware limited liability company; and
(iv) Greylock XIV GP LLC, a Delaware limited liability company.
Y
Greylock XIV Limited Partnership directly owns 17,905,789 shares of Class B Common Stock. Greylock XIV-A Limited Partnership directly owns 994,764 shares of Class B Common Stock. Greylock XIV Principals LLC directly owns 994,764 shares of Class B Common Stock. Greylock XIV GP LLC is the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and the manager of Greylock XIV Principals LLC, and may be deemed to beneficially own 17,905,789 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 994,764 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, 994,764 shares of Class B Common Stock held directly by Greylock XIV Principals LLC.
Greylock XIV Limited Partnership directly owns 17,905,789 shares of Class B Common Stock, which, when such shares are treated as co
nverted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 20.58% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 17,905,789 shares of Class B Common Stock held by Greylock XIV Limited Partnership represents the aggregate combined voting power of the Class A Common Stock and Class B Common Stock of 15.44%. Greylock XIV-A Limited Partnership directly owns 994,764 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 1.42% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 994,764 shares of Class B Common Stock held by Greylock XIV-A Limited Partnership represents the aggregate combined voting power of the Class A Common Stock and Class B Common Stock of 0.86%. Greylock XIV Principals LLC directly owns 994,764 shares of Class B Common Stock, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 1.42% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 994,764 shares of Class B Common Stock held by Greylock XIV Principals LLC represents the aggregate combined voting power of the Class A Common Stock and Class B Common Stock 0.86%. Greylock XIV GP LLC is the general partner of Greylock XIV Limited Partnership and Greylock XIV-A Limited Partnership and the manager of Greylock XIV Principals LLC, and may be deemed to beneficially own 17,905,789 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 994,764 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, 994,764 shares of Class B Common Stock held directly by Greylock XIV Principals LLC, which, when such shares are treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, represents approximately 22.35% of the outstanding shares of Class A Common Stock. The percentage reported does not reflect the 20 for one voting power of the Class B Common Stock. The 17,905,789 shares of Class B Common Stock held directly by Greylock XIV Limited Partnership, 994,764 shares of Class B Common Stock held directly by Greylock XIV-A Limited Partnership, and 994,764 shares of Class B Common Stock held directly by Greylock XIV Principals LLC represents the aggregate combined voting power of the Class A Common Stock and Class B Common Stock of 17.15
Greylock XIV Limited Partnership 0
Greylock XIV-A Limited Partnership 0
Greylock XIV Principals LLC 0
Greylock XIV GP LLC 0
Greylock XIV Limited Partnership 17,905,789
Greylock XIV-A Limited Partnership 994,764
Greylock XIV Principals LLC 994,764
Greylock XIV GP LLC 19,895,317
Greylock XIV Limited Partnership 0
Greylock XIV-A Limited Partnership 0
Greylock XIV Principals LLC 0
Greylock XIV GP LLC 0
Greylock XIV Limited Partnership 17,905,789
Greylock XIV-A Limited Partnership 994,764
Greylock XIV Principals LLC 994,764
Greylock XIV GP LLC 19,895,317
Y
Y
Y
Y
Y
Y
Greylock XIV Limited Partnership
By: Greylock XIV GP LLC, Its: General Partner or Manager, /s/ Donald A. Sullivan
12/18/2024
Greylock XIV-A Limited Partnership
By: Greylock XIV GP LLC, Its: General Partner or Manager, /s/ Donald A. Sullivan
12/18/2024
Greylock XIV Principals LLC
By: Greylock XIV GP LLC, Its: General Partner or Manager, /s/ Donald A. Sullivan
12/18/2024
Greylock XIV GP LLC
/s/ Donald A. Sullivan
12/18/2024
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Rubrik, Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.