ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Beri Sanjay

(Last)

(First)

(Middle)

C/O NETSKOPE, INC.

2445 AUGUSTINE DRIVE, SUITE 301

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2025

3. Issuer Name and Ticker or Trading Symbol
Netskope Inc [ NTSK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Chairman

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	22,288,889	I	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	9,028,328	⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	04/14/2032	Common Stock⁽¹⁾	9,028,328	⁽⁶⁾	D
Employee Stock Option (right to buy)	⁽⁷⁾	08/22/2028	Common Stock⁽¹⁾	1,088,680	$1.49	D
Employee Stock Option (right to buy)	⁽⁸⁾	08/22/2028	Common Stock⁽¹⁾	1,350,000	$1.49	D

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"), each share of Common Stock shall be reclassified into one share of Class B Common Stock.

2. The shares are held of record by the 2012 Sanjay Beri and Ava Malla Revocable Trust for which the reporting person serves as trustee.

3. The restricted stock units, or RSUs, vest in 20 equal quarterly installments beginning on April 1, 2025. Vested shares become issuable upon the effectiveness of the IPO.

4. Each RSU represents a contingent right to receive one share of Issuer Common Stock.

5. The performance-based RSUs, or PSUs, require the satisfaction of three vesting requirements in order for the PSUs to vest. The liquidity event requirement will be satisfied upon the closing of the IPO. The service condition is satisfied in 48 equal monthly installments beginning on October 19, 2025. The market condition is satisfied upon the Issuer's achievement of certain market capitalization milestones: 1/3 of the PSUs vest upon the Issuer's achievement of each of a $10 billion market capitalization, $12.5 billion market capitalization, and $15 billion market capitalization. Market capitalization will be measured based on the highest 60-day trading average per share ending during the applicable month, as reasonably determined by the Issuer's board of directors or board committee.

6. Each PSU represents a contingent right to receive one share of Issuer Common Stock.

7. The shares subject to the option are fully vested and immediately exercisable.

8. One-eighth of the shares subject to the option vest upon the effectiveness of the IPO and the remaining shares vest in 42 equal monthly installments thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ James Bushnell, by power of attorney	09/17/2025
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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