ThZeal - The Zeal

SEC FORM 4 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^*

Mhatre Ravi

(Last)

(First)

(Middle)

2200 SAND HILL ROAD

(Street)

MENLO PARK

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)
03/25/2025

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)
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	03/25/2025		C		3,330,000	A	$0	3,330,000	I	By Lightspeed Venture Partners IX, L.P.⁽¹⁾
Class A Common Stock	03/25/2025		C		774,000	A	$0	774,000	I	By Lightspeed Venture Partners Select II, L.P.⁽²⁾
Class A Common Stock	03/25/2025		C		1,504,000	A	$0	1,504,000	I	By Lightspeed SPV I, LLC⁽³⁾
Class A Common Stock	03/25/2025		C		1,083,000	A	$0	1,083,000	I	By Lightspeed SPV I-B, LLC⁽⁴⁾
Class A Common Stock	03/25/2025		C		758,000	A	$0	758,000	I	By Lightspeed SPV I-C, LLC⁽⁵⁾
Class A Common Stock	03/25/2025		C		304,978	A	$0	304,978	I	By Lightspeed Venture Partners X, L.P.⁽⁶⁾
Class A Common Stock	03/25/2025		C		18,084	A	$0	18,084	I	By Lightspeed Affiliates X, L.P.⁽⁷⁾
Class A Common Stock	03/25/2025		J⁽⁸⁾		3,330,000	D	$0	0	I	By Lightspeed Venture Partners IX, L.P.⁽¹⁾
Class A Common Stock	03/25/2025		J⁽⁹⁾		869,963	A	$0	869,963	I	By Lightspeed General Partner IX, L.P.⁽¹⁰⁾
Class A Common Stock	03/25/2025		J⁽¹¹⁾		869,963	D	$0	0	I	By Lightspeed General Partner IX, L.P.⁽¹⁰⁾
Class A Common Stock	03/25/2025		J⁽¹²⁾		774,000	D	$0	0	I	By Lightspeed Venture Partners Select II, L.P.⁽²⁾
Class A Common Stock	03/25/2025		J⁽¹³⁾		145,028	A	$0	145,028	I	By Lightspeed General Partner Select II, L.P.⁽¹⁴⁾
Class A Common Stock	03/25/2025		J⁽¹⁵⁾		145,028	D	$0	0	I	By Lightspeed General Partner Select II, L.P.⁽¹⁴⁾
Class A Common Stock	03/25/2025		J⁽¹⁶⁾		1,504,000	D	$0	0	I	By Lightspeed SPV I, LLC⁽³⁾
Class A Common Stock	03/25/2025		J⁽¹⁷⁾		1,083,000	D	$0	0	I	By Lightspeed SPV I-B, LLC⁽⁴⁾
Class A Common Stock	03/25/2025		J⁽¹⁸⁾		758,000	D	$0	0	I	By Lightspeed SPV I-C, LLC⁽⁵⁾
Class A Common Stock	03/25/2025		J⁽¹⁹⁾		224,063	A	$0	224,063	I	By LS SPV Management, LLC⁽²⁰⁾
Class A Common Stock	03/25/2025		J⁽²¹⁾		224,063	D	$0	0	I	By LS SPV Management, LLC⁽²⁰⁾
Class A Common Stock	03/25/2025		J⁽²²⁾		304,978	D	$0	0	I	By Lightspeed Venture Partners X, L.P.⁽⁶⁾
Class A Common Stock	03/25/2025		J⁽²³⁾		64,838	A	$0	64,838	I	By Lightspeed General Partner X, L.P.⁽²⁴⁾
Class A Common Stock	03/25/2025		J⁽²⁵⁾		64,838	D	$0	0	I	By Lightspeed General Partner X, L.P.⁽²⁴⁾
Class A Common Stock	03/25/2025		J⁽²⁶⁾		18,084	D	$0	0	I	By Lightspeed Affiliates X, L.P.⁽⁷⁾
Class A Common Stock	03/25/2025		J⁽²⁷⁾⁽²⁸⁾⁽²⁹⁾		13,213	A	$0	13,213	I	By Lightspeed Management Company, L.L.C.⁽³⁰⁾
Class A Common Stock	03/25/2025		J⁽³¹⁾		28,296	A	$0	28,526	D
Class A Common Stock	03/25/2025		J⁽²⁷⁾		110,080	A	$0	250,101	I	By Mhatre Investments LP - Fund 2⁽³²⁾
Class A Common Stock	03/25/2025		J⁽²⁸⁾⁽²⁹⁾		26,289	A	$0	48,577	I	By Mhatre Investments LP - Fund 3⁽³³⁾
Class A Common Stock	03/25/2025		J⁽³⁴⁾		649	A	$0	649	I	ByTrust⁽³⁵⁾

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	⁽³⁶⁾	03/25/2025		C			3,330,000	⁽³⁶⁾	⁽³⁶⁾	Class A Common Stock	3,330,000	$0	9,989,816	I	By Lightspeed Venture Partners IX, L.P.⁽¹⁾
Class B Common Stock	⁽³⁶⁾	03/25/2025		C			774,000	⁽³⁶⁾	⁽³⁶⁾	Class A Common Stock	774,000	$0	2,319,410	I	By Lightspeed Venture Partners Select II, L.P.⁽²⁾
Class B Common Stock	⁽³⁶⁾	03/25/2025		C			1,504,000	⁽³⁶⁾	⁽³⁶⁾	Class A Common Stock	1,504,000	$0	4,511,457	I	By Lightspeed SPV I, LLC⁽³⁾
Class B Common Stock	⁽³⁶⁾	03/25/2025		C			1,083,000	⁽³⁶⁾	⁽³⁶⁾	Class A Common Stock	1,083,000	$0	3,247,511	I	By Lightspeed SPV I-B, LLC⁽⁴⁾
Class B Common Stock	⁽³⁶⁾	03/25/2025		C			758,000	⁽³⁶⁾	⁽³⁶⁾	Class A Common Stock	758,000	$0	2,273,358	I	By Lightspeed SPV I-C, LLC⁽⁵⁾
Class B Common Stock	⁽³⁶⁾	03/25/2025		C			304,978	⁽³⁶⁾	⁽³⁶⁾	Class A Common Stock	304,978	$0	101,659	I	By Lightspeed Venture Partners X, L.P.⁽⁶⁾
Class B Common Stock	⁽³⁶⁾	03/25/2025		C			18,084	⁽³⁶⁾	⁽³⁶⁾	Class A Common Stock	18,084	$0	0	I	By Lightspeed Affiliates X, L.P⁽⁷⁾

Explanation of Responses:

1. 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.

2. 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.

3. Shares are held by Lightspeed SPV I, LLC ("Lightspeed SPV I"). LS SPV Management, LLC ("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.

4. Shares are held by Lightspeed SPV I-B, LLC ("Lightspeed SPV I-B"). 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 IB. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

5. 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 IC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

6. 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.

7. 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.

8. Represents an in-kind distribution by Lightspeed IX without consideration to its partners (including LGP IX).

9. Represents receipt of shares in the distribution in kind described in footnote (8).

10. Shares are held by LGP IX. 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 LGP IX. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

11. Represents an in-kind distribution by LGP IX without consideration to its partners.

12. Represents an in-kind distribution by Lightspeed Select II without consideration to its partners (including LGP Select II).

13. Represents receipt of shares in the distribution in kind described in footnote (12).

14. Shares are held by LGP Select II. 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 LGP Select II. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

15. Represents an in-kind distribution by LGP Select II without consideration to its partners.

16. Represents an in-kind distribution by Lightspeed SPV I without consideration to its members.

17. Represents an in-kind distribution by Lightspeed SPV I-B without consideration to its members.

18. Represents an in-kind distribution by Lightspeed SPV I-C without consideration to its members.

19. Represents receipt of shares in the distribution in kind described in footnote (16).

20. Shares are held by LS SPV. The Reporting Person is a managing member of LS SPV and shares voting and dispositive power with respect to the shares held by LS SPV. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

21. Represents an in-kind distribution by LS SPV without consideration to its members.

22. Represents an in-kind distribution by Lightspeed X without consideration to its partners (including LGP X).

23. Represents receipt of shares in the distribution in kind described in footnote (22).

24. Shares are held by LGP 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 LGP X. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

25. Represents an in-kind distribution by LGP X without consideration to its partners.

26. Represents an in-kind distribution by Lightspeed Affiliates X without consideration to its partners.

27. Represents receipt of shares in the distribution in kind described in footnote (11).

28. Represents receipt of shares in the distribution in kind described in footnote (15).

29. Represents receipt of shares in the distribution in kind described in footnote (25).

30. Shares are held by Lightspeed Management Company, L.L.C. ("LMC"). The Reporting Person is a managing members of LMC and shares voting and dispositive power with respect to the shares held by LMC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

31. Represents receipt of shares in the distribution in kind described in footnote (21).

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

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

34. Represents receipt of shares in the distribution in kind described in footnote (26).

35. The Reporting Person is the trustee of the Mhatre 2011 Irrevocable Children's Trust.

36. 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.

	/s/ Ravi Mhatre	03/27/2025
	** Signature of Reporting Person	Date
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