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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Lightspeed SPV II, LLC (Last) (First) (Middle) C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD (Street) MENLO PARK CA 94105 (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) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)	300,000	I	See footnote(2)
Common Stock(1)	219,075	I	See footnote(3)
Common Stock(1)	500	I	See footnote(4)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(5)	(5)	Common Stock(1)	15,892,460	(5)	I	See footnote(6)
Series C Convertible Preferred Stock	(7)	(7)	Common Stock(1)	4,338,826	(7)	I	See footnote(6)
Series D Convertible Preferred Stock	(8)	(8)	Common Stock(1)	2,227,876	(8)	I	See footnote(9)
Series E Convertible Preferred Stock	(10)	(10)	Common Stock(1)	5,672,579	(10)	I	See footnote(9)
Series E Convertible Preferred Stock	(10)	(10)	Common Stock(1)	5,672,579	(10)	I	See footnote(11)
Series F Convertible Preferred Stock	(12)	(12)	Common Stock(1)	918,155	(12)	I	See footnote(9)
Series F Convertible Preferred Stock	(12)	(12)	Common Stock(1)	1,836,311	(12)	I	See footnote(11)
Series F Convertible Preferred Stock	(12)	(12)	Common Stock(1)	15,608,645	(12)	I	See footnote(13)
Series G Convertible Preferred Stock	(14)	(14)	Common Stock(1)	7,765,561	(14)	I	See footnote(15)
Series G Convertible Preferred Stock	(14)	(14)	Common Stock(1)	2,986,754	(14)	I	See footnote(2)
Series H Convertible Preferred Stock	(16)	(16)	Common Stock(1)	1,053,886	(16)	I	See footnote(2)

1. Name and Address of Reporting Person* Lightspeed SPV II, LLC (Last) (First) (Middle) C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD (Street) MENLO PARK CA 94105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lightspeed SPV II-B, LLC (Last) (First) (Middle) C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD (Street) MENLO PARK CA 94105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LS SPV Management, LLC (Last) (First) (Middle) C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD (Street) MENLO PARK CA 94105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Eggers Barry (Last) (First) (Middle) C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD (Street) MENLO PARK CA 94105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Mhatre Ravi (Last) (First) (Middle) C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD (Street) MENLO PARK CA 94105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Nieh Peter (Last) (First) (Middle) C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD (Street) MENLO PARK CA 94105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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 Lightspeed Opportunity Fund, L.P., or Lightspeed Opportunity Fund. Lightspeed General Partner Opportunity Fund, L.P., or Lightspeed GP Opportunity Fund, is the general partner of Lightspeed Opportunity Fund and Lightspeed Ultimate General Partner Opportunity Fund, Ltd., or Lightspeed UGP Opportunity Fund, is the general partner of Lightspeed GP Opportunity Fund. Arif Janmohamed and Ravi Mhatre, the directors of Lightspeed UGP Opportunity Fund, share voting and investment power with respect to the shares held of record by Lightspeed Opportunity Fund. Each of Lightspeed GP Opportunity Fund, Lightspeed UGP Opportunity Fund and Mr. Mhatre disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Janmohamed, a director of the Issuer, files separate Section 16 reports.

3. The shares are held of record by Lightspeed Venture Partners XII, L.P., or Lightspeed XII. Lightspeed General Partner XII, L.P., or Lightspeed GP XII, is the general partner of Lightspeed XII and Lightspeed Ultimate General Partner XII, Ltd., or Lightspeed UGP XII, is the general partner of Lightspeed GP XII. Barry Eggers, Mr. Mhatre and Peter Nieh, the directors of Lightspeed UGP XII, share voting and investment power with respect to the shares held of record by Lightspeed XII. Each of Lightspeed GP XII, Lightspeed UGP XII and Messrs. Eggers, Mhatre and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

4. The shares are held of record by LSS Fund II, LLC, or LSS Fund II. Lightspeed Scout Management, LLC, or Lightspeed Scout Mgmt, is the manager of LSS Fund II. Messrs. Eggers, Mhatre and Nieh, the managing members of Lightspeed Scout Mgmt, share voting and investment power with respect to the shares held of record by LSS Fund II. Each of Lightspeed Scout Mgmt and Messrs. Eggers, Mhatre and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

5. Each share of Series B Convertible Preferred Stock shall convert into Common Stock on a one-to-one basis immediately prior to the completion of the IPO and has no expiration date.

6. The shares are held of record by Lightspeed Venture Partners IX, L.P., or Lightspeed IX. Lightspeed General Partner IX, L.P., or Lightspeed GP IX, is the general partner of Lightspeed IX and Lightspeed Ultimate General Partner IX, Ltd., or Lightspeed UGP IX, is the general partner of Lightspeed GP IX. Messrs. Eggers, Mhatre and Nieh, the directors of Lightspeed UGP IX, share voting and investment power with respect to the shares held of record by Lightspeed IX. Each of Lightspeed GP IX, Lightspeed UGP IX and Messrs. Eggers, Mhatre and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

7. Each share of Series C Convertible Preferred Stock shall convert into Common Stock on a one-to-one basis immediately prior to the completion of the IPO and has no expiration date.

8. Each share of Series D Convertible Preferred Stock shall convert into Common Stock on a one-to-one basis immediately prior to the completion of the IPO and has no expiration date.

9. The shares are held of record by Lightspeed Venture Partners Select, L.P., or Lightspeed Select. Lightspeed General Partner Select, L.P., or Lightspeed GP Select, is the general partner of Lightspeed Select and Lightspeed Ultimate General Partner Select, Ltd., or Lightspeed UGP Select, is the general partner of Lightspeed GP Select. Messrs. Eggers, Mhatre and Nieh, the directors of Lightspeed UGP Select, share voting and investment power with respect to the shares held of record by Lightspeed Select. Each of Lightspeed GP Select, Lightspeed UGP Select and Messrs. Eggers, Mhatre and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

10. Each share of Series E Convertible Preferred Stock shall convert into Common Stock on a one-to-one basis immediately prior to the completion of the IPO and has no expiration date.

11. The shares are held of record by Lightspeed Venture Partners Select II, L.P., or Lightspeed Select II. Lightspeed General Partner Select II, L.P., or Lightspeed GP Select II, is the general partner of Lightspeed Select II and Lightspeed Ultimate General Partner Select II, Ltd., or Lightspeed UGP Select II, is the general partner of Lightspeed GP Select II. Messrs. Eggers, Mhatre and Nieh, the directors of Lightspeed UGP Select II, share voting and investment power with respect to the shares held of record by Lightspeed Select II. Each of Lightspeed GP Select II, Lightspeed UGP Select II and Messrs. Eggers, Mhatre and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

12. Each share of Series F Convertible Preferred Stock shall convert into Common Stock on a one-to-one basis immediately prior to the completion of the IPO and has no expiration date.

13. The shares are held of record by Lightspeed SPV II, LLC, or Lightspeed SPV II. LS SPV Management, LLC, or LS SPV Mgmt, is the manager of Lightspeed SPV II. Messrs. Eggers, Mhatre and Nieh, the managers of LS SPV Mgmt, share voting and dispositive power with respect to the shares held of record by Lightspeed SPV II. Each of LS SPV Mgmt and Messrs. Eggers, Mhatre and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

14. Each share of Series G Convertible Preferred Stock shall convert into Common Stock on a one-to-one basis immediately prior to the completion of the IPO and has no expiration date.

15. The shares are held of record by Lightspeed SPV II-B, LLC, or Lightspeed SPV II-B. LS SPV Mgmt is the manager of Lightspeed SPV II-B. Messrs. Eggers, Mhatre and Nieh, the managers of LS SPV Mgmt, share voting and dispositive power with respect to the shares held of record by Lightspeed SPV II-B. Each of LS SPV Mgmt and Messrs. Eggers, Mhatre and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

16. Each share of Series H Convertible Preferred Stock shall convert into Common Stock on a one-to-one basis immediately prior to the completion of the IPO and has no expiration date.

Remarks:

This report is the third of three reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Lightspeed Venture Partners and their applicable related parties.

	Lightspeed SPV II, LLC, by LS SPV Management, LLC, its Manager, /s/ Ravi Mhatre, Managing Member	09/17/2025
	Lightspeed SPV II-B, LLC, by LS SPV Management, LLC, its Manager, /s/ Ravi Mhatre, Managing Member	09/17/2025
	LS SPV Management, LLC, /s/ Ravi Mhatre, Managing Member	09/17/2025
	/s/ Barry Eggers	09/17/2025
	/s/ Ravi Mhatre	09/17/2025
	/s/ Peter Nieh	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.