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* ICONIQ Strategic Partners VI, L.P. (Last) (First) (Middle) C/O ICONIQ CAPITAL 50 BEALE STREET, SUITE 2300 (Street) SAN FRANCISCO 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)

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 H Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	3,262,200	(1)	D(3)(4)
Series H Convertible Preferred Stock	(1)	(1)	Class B Common Stock(2)	4,806,998	(1)	I(3)(4)	ICONIQ Strategic Partners VI-B, L.P.

1. Name and Address of Reporting Person* ICONIQ Strategic Partners VI, L.P. (Last) (First) (Middle) C/O ICONIQ CAPITAL 50 BEALE STREET, SUITE 2300 (Street) SAN FRANCISCO 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* ICONIQ Strategic Partners VI-B, L.P. (Last) (First) (Middle) C/O ICONIQ CAPITAL 50 BEALE STREET, SUITE 2300 (Street) SAN FRANCISCO 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* ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS) (Last) (First) (Middle) C/O ICONIQ CAPITAL 50 BEALE STREET, SUITE 2300 (Street) SAN FRANCISCO 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* ICONIQ Strategic Partners VI GP, L.P. (Last) (First) (Middle) C/O ICONIQ CAPITAL 50 BEALE STREET, SUITE 2300 (Street) SAN FRANCISCO 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* ICONIQ Strategic Partners VI TT GP, Ltd. (Last) (First) (Middle) C/O ICONIQ CAPITAL 50 BEALE STREET, SUITE 2300 (Street) SAN FRANCISCO 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* ICONIQ STRATEGIC PARTNERS II, L.P. (Last) (First) (Middle) C/O ICONIQ CAPITAL 50 BEALE STREET, SUITE 2300 (Street) SAN FRANCISCO 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* ICONIQ STRATEGIC PARTNERS II-B, L.P. (Last) (First) (Middle) C/O ICONIQ CAPITAL 50 BEALE STREET, SUITE 2300 (Street) SAN FRANCISCO 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* ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) (Last) (First) (Middle) C/O ICONIQ CAPITAL 50 BEALE STREET, SUITE 2300 (Street) SAN FRANCISCO 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* ICONIQ Strategic Partners II GP, L.P. (Last) (First) (Middle) C/O ICONIQ CAPITAL 50 BEALE STREET, SUITE 2300 (Street) SAN FRANCISCO 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* ICONIQ Strategic Partners II TT GP, Ltd (Last) (First) (Middle) C/O ICONIQ CAPITAL 50 BEALE STREET, SUITE 2300 (Street) SAN FRANCISCO 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. Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock, Series G Convertible Preferred Stock and Series H Convertible Preferred Stock shall convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO") and has no expiration date.

2. Immediately prior to the completion of the IPO, each share of Common Stock shall be reclassified into one share of Class B Common Stock.

3. ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II") is the sole general partner of ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP II") is the sole general partner of ICONIQ GP II. ICONIQ Strategic Partners VI GP, L.P. ("ICONIQ GP VI") is the sole general partner of ICONIQ Strategic Partners VI, L.P., ICONIQ Strategic Partners VI-B, L.P. and ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS). ICONIQ Strategic Partners VI TT GP, Ltd. ("ICONIQ Parent GP VI") is the sole general partner of ICONIQ GP VI.

4. (continued) Divesh Makan and William J.G. Griffith are the sole equity holders of ICONIQ Parent GP II and Messrs. Makan, Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Parent GP VI. Each of ICONIQ II GP, ICONIQ II Parent GP, ICONIQ VI GP, ICONIQ VI Parent GP and Messrs. Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

Form 3 of 4: Due to the limitations of the SEC's electronic filing system, this Form 4 is being split into four filings to account for (i) the number of Reporting Persons and (ii) the number of holding lines in Table II. Each Form 4 will be filed by Designated Filer ICONIQ Strategic Partners VI, L.P. In addition, William J.G. Griffith is separately filing a Form 4 reporting beneficial ownership of the securities reported herein.

	ICONIQ Strategic Partners VI, L.P., By: ICONIQ Strategic Partners VI GP, L.P., By: ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	09/17/2025
	ICONIQ Strategic Partners VI-B, L.P., By: ICONIQ Strategic Partners VI GP, L.P., By: ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	09/17/2025
	ICONIQ Strategic Partners VI Co-Invest, L.P. (Series NS), By: ICONIQ Strategic Partners VI GP, L.P., By: ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	09/17/2025
	ICONIQ Strategic Partners VI GP, L.P., By: ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	09/17/2025
	ICONIQ Strategic Partners VI TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	09/17/2025
	ICONIQ Strategic Partners II, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	09/17/2025
	ICONIQ Strategic Partners II-B, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	09/17/2025
	ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) , By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	09/17/2025
	ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	09/17/2025
	ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Head of Strategy, /s/ Kevin Foster	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).
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