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).

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^*

Bicket John

(Last)

(First)

(Middle)

C/O SAMSARA INC.

1 DE HARO STREET

(Street)

SAN FRANCISCO

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)
	SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2024

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	05/14/2024		S⁽¹⁾		86,742	D	$39.8803⁽²⁾	2,141,720	I	See footnote⁽³⁾
Class A Common Stock	05/14/2024		S⁽¹⁾		1,042	D	$40.5564⁽⁴⁾	2,140,678	I	See footnote⁽³⁾
Class A Common Stock	05/15/2024		S⁽¹⁾		8,216	D	$40.2814⁽⁵⁾	2,132,462	I	See footnote⁽³⁾
Class A Common Stock								413,810⁽⁶⁾	D
Class A Common Stock								153,600	I	See footnote⁽⁷⁾
Class A Common Stock								614,400	I	See footnote⁽⁸⁾

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							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	78,730,001		78,730,001	I	See footnote⁽³⁾
Class B Common Stock	$0							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	4,217,164		4,217,164	I	See footnote⁽⁷⁾
Class B Common Stock	$0							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	16,313,764		16,313,764	I	See footnote⁽⁸⁾
Class B Common Stock	$0							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1,283,986		1,283,986⁽¹⁰⁾⁽¹¹⁾	I	See footnote⁽¹²⁾
Class B Common Stock	$0							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	663,619		663,619⁽¹³⁾	I	See footnote⁽¹⁴⁾
Class B Common Stock	$0							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	663,619		663,619⁽¹⁵⁾	I	See footnote⁽¹⁶⁾
Class B Common Stock	$0							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1,286,597		1,286,597	I	See footnote⁽¹⁷⁾
Class B Common Stock	$0							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽¹⁸⁾
Class B Common Stock	$0							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽¹⁹⁾
Class B Common Stock	$0							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽²⁰⁾
Class B Common Stock	$0							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	126,709		126,709	I	See footnote⁽²¹⁾
Class B Common Stock	$0							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	126,709		126,709	I	See footnote⁽²²⁾
Class B Common Stock⁽²³⁾	⁽²⁴⁾							⁽⁹⁾	⁽⁹⁾	Class B Common Stock	355,983		355,983	D

Explanation of Responses:

1. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on September 29, 2023 by John C. Bicket, Trustee of the John C. Bicket Revocable Trust u/a/d 2/15/2013, over which the Reporting Person has voting or investment power (the "Bicket Revocable Trust").

2. 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 $39.505 to $40.50, 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 ranges set forth herein.

3. Consists of shares held by the Bicket Revocable Trust.

4. 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 $40.53 to $40.61, 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 ranges set forth herein.

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 $40.00 to $40.62, 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 ranges set forth herein.

6. 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.

7. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust I u/a/d 11/10/2021, over which the Reporting Person has voting or investment power.

8. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust II u/a/d 10/8/2021, over which the Reporting Person has voting or investment power.

9. 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.

10. The number of shares held reflects the transfer, on May 15, 2024, of (i) 126,709 shares of Class B Common Stock from John C. Bicket, Trustee of the John C. Bicket 2023 Annuity Trust u/a/d 1/22/2023, over which the Reporting Person has voting or investment power (the "JB 2023 Annuity Trust"), to John C. Bicket and CBD, Co-Trustees of the Bicket-Dobson Revocable Trust u/a/d 12/23/2020, over which the Reporting Person has voting or investment power (the "Bicket-Dobson Revocable Trust"), (ii) 126,709 shares of Class B Common Stock from CBD, Trustee of the CBD 2023 Annuity Trust u/a/d 1/22/2023, over which the Reporting Person has voting or investment power (the "CBD 2023 Annuity Trust"), to the Bicket-Dobson Revocable Trust, (iii) 126,709 shares of Class B Common Stock from the Bicket-Dobson Revocable Trust to John C. Bicket, Trustee of The John C. Bicket 2024 Annuity Trust u/a/d 4/24/2024, over which the Reporting Person has voting or investment power (the "JB 2024 Annuity Trust"),

11. (continuation from footnote (10)) and (iv) 126,709 shares of Class B Common Stock from the Bicket-Dobson Revocable Trust to CBD, Trustee of the CBD 2024 Annuity Trust u/a/d 4/24/2024, over which the Reporting Person has voting or investment power (the "CBD 2024 Annuity Trust").

12. Consists of shares held by the Bicket-Dobson Revocable Trust.

13. The number of shares held reflects the transfer, on May 15, 2024, of 126,709 shares of Class B Common Stock from the JB 2023 Annuity Trust to the Bicket-Dobson Revocable Trust.

14. Consists of shares held by the JB 2023 Annuity Trust.

15. The number of shares held reflects the transfer, on May 15, 2024, of 126,709 shares of Class B Common Stock from the CBD 2023 Annuity Trust to the Bicket-Dobson Revocable Trust.

16. Consists of shares held by the CBD 2023 Annuity Trust.

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

18. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust I-A fbo ACDB u/a/d 11/10/2021, over which the Reporting Person has voting or investment power.

19. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust I-A fbo JCDB u/a/d 11/10/2021, over which the Reporting Person has voting or investment power.

20. Consists of shares held by Jordan Park Trust Company, LLC, Trustee of The Bicket-Dobson Trust I-A u/a/d 11/10/2021, over which the Reporting Person has voting or investment power.

21. Consists of shares held by the JB 2024 Annuity Trust.

22. Consists of shares held by the CBD 2024 Annuity Trust.

23. The reported shares represent RSUs, of which 152,564 shares shall vest on June 15, 2024 and the remaining shares vest in quarterly installments through December 15, 2024

24. Each RSU represents a contingent right to receive one share of Class B Common Stock.

Remarks:

Executive Vice President, Chief Technology Officer

	/s/ Adam Eltoukhy, attorney-in-fact on behalf of John Bicket	05/16/2024
	** 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).
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