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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Mhatre Ravi (Last) (First) (Middle) 2200 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Rubrik, Inc. [ RBRK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/15/2025
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/15/2025		C		764,208	A	$0	764,208	I	By Lightspeed SPV I-B, LLC(1)
Class A Common Stock	01/15/2025		C		534,945	A	$0	534,945	I	By Lightspeed SPV I-C, LLC(2)
Class A Common Stock	01/15/2025		J(3)		764,208	D	$0	0	I	By Lightspeed SPV I-B, LLC(1)
Class A Common Stock	01/15/2025		J(4)		534,945	D	$0	0	I	By Lightspeed SPV I-C, LLC(2)
Class A Common Stock	01/15/2025		A(5)		230	A	$0	230	D
Class A Common Stock								140,021	I	By Mhatre Investments LP - Fund 2(6)
Class A Common Stock								22,288	I	By Mhatre Investments LP - Fund 3(7)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(8)	01/15/2025		C			764,208	(8)	(8)	Class A Common Stock	764,208	$0	4,330,511	I	By Lightspeed SPV I-B, LLC(1)
Class B Common Stock	(8)	01/15/2025		C			534,945	(8)	(8)	Class A Common Stock	534,945	$0	3,031,358	I	By Lightspeed SPV I-C, LLC(2)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	13,319,816		13,319,816	I	By Lightspeed Venture Partners IX, L.P.(9)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	3,093,410		3,093,410	I	By Lightspeed Venture Partners Select II, L.P.(10)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	6,015,457		6,015,457	I	By Lightspeed SPV I, LLC(11)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	406,637		406,637	I	By Lightspeed Venture Partners X, L.P.(12)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	18,084		18,084	I	By Lightspeed Affiliates X, L.P(13)

Explanation of Responses:

1. Shares are held by Lightspeed SPV I-B, LLC ("Lightspeed SPV I-B"). LS SPV Management, LLC ("LS SPV") is the manager of Lightspeed SPV I-B. The Reporting Person is a managing member of LS SPV and shares voting and dispositive power with respect to the shares held by Lightspeed SPV I-B. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

2. Shares are held by Lightspeed SPV I-C, LLC ("Lightspeed SPV I-C"). LS SPV is the manager of Lightspeed SPV I-C. The Reporting Person is a managing member of LS SPV and shares voting and dispositive power with respect to the shares held by Lightspeed SPV I-C. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. Represents an in-kind distribution by Lightspeed SPV I-B without consideration to its limited partners.

4. Represents an in-kind distribution by Lightspeed SPV I-C without consideration to its limited partners.

5. Represents the grant of restricted stock units that are fully vested as of the date of grant.

6. The Reporting Person serves as trustee of the general partner of Mhatre Investments LP - Fund 2.

7. The Reporting Person serves as trustee of the general partner of Mhatre Investments LP - Fund 3.

8. Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock is also convertible at any time at the option of the holder into one share of Class A Common Stock.

9. Shares are held by Lightspeed Venture Partners IX, L.P. ("Lightspeed IX"). Lightspeed General Partner IX, L.P. ("LGP IX") is the general partner of Lightspeed IX. Lightspeed Ultimate General Partner IX, Ltd. ("LUGP IX") is the general partner of LGP IX. The Reporting Person is a director of LUGP IX and shares voting and dispositive power with respect to the shares held by Lightspeed IX. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

10. Shares are held by Lightspeed Venture Partners Select II, L.P. ("Lightspeed Select II"). Lightspeed General Partner Select II, L.P. ("LGP Select II") is the general partner of Lightspeed Select II. Lightspeed Ultimate General Partner Select II, Ltd. ("LUGP Select II") is the general partner of LGP Select II. The Reporting Person is a director of LUGP Select II and shares voting and dispositive power with respect to the shares held by Lightspeed Select II. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

11. Shares are held by Lightspeed SPV I, LLC ("Lightspeed SPV I"). LS SPV is the manager of Lightspeed SPV I. The Reporting Person is a managing member of LS SPV and shares voting and dispositive power with respect to the shares held by Lightspeed SPV I. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

12. Shares are held by Lightspeed Venture Partners X, L.P. ("Lightspeed X"). Lightspeed General Partner X, L.P. ("LGP X") is the general partner of Lightspeed X. Lightspeed Ultimate General Partner X, Ltd. ("LUGP X") is the general partner of LGP X. The Reporting Person is a director of LUGP X and shares voting and dispositive power with respect to the shares held by Lightspeed X. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

13. Shares are held by Lightspeed Affiliates X, L.P. ("Lightspeed Affiliates X"). LGP X, is the general partner of Lightspeed Affiliates X. LUGP X is the general partner of LGP X. The Reporting Person is a director of LUGP X and shares voting and dispositive power with respect to the shares held by Lightspeed Affiliates X. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

	/s/ Ravi Mhatre	01/17/2025
	** 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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