01—Abstract
Summary
Summary of the 8-K filed January 3, 2025. Cited figures are marked; the original filing is the authoritative source.
Samsara Inc. announced on January 3, 2025 that Chief Executive Officer and co-founder Sanjit Biswas and Chief Technology Officer and co-founder John Bicket each previously adopted pre-arranged stock trading plans on behalf of affiliated family trusts.
The plans were adopted on September 30, 2024, were disclosed in the company's Form 10-Q filed December 10, 2024, and are intended to support asset diversification and liquidity. Sales are scheduled to be spread from January 2, 2025 through December 31, 2025 to reduce market impact on any given day. As of January 1, 2025, Mr. Biswas and Mr. Bicket collectively beneficially owned approximately 207.50 million shares of common stock, including 202.30 million shares of Class B common stock and 5.20 million shares of Class A common stock, or approximately 36.97%a of shares outstanding as of November 2, 2024.
Each intends to sell up to approximately 5.00 million shares held by affiliated family trusts, assuming no additional equity award grants. If all planned sales are completed, they would collectively retain approximately 197.50 million shares, or approximately 35.19%b of shares outstanding as of November 2, 2024.
All sales are subject to Rule 144 volume limitations and other plan conditions. The plans are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) as in effect at adoption, and transactions will be publicly reported through Form 144 and Form 4 filings to the extent required by law.
02—Key points
Key Highlights
- CEO Sanjit Biswas and CTO John Bicket each adopted Rule 10b5-1 trading plans on behalf of affiliated family trusts on September 30, 2024.
- Each founder intends to sell up to approximately 5.00 million shares held by affiliated family trusts, with sales spread from January 2, 2025 through December 31, 2025.
- Collectively, the two founders beneficially owned approximately 207.50 million shares as of January 1, 2025, about 36.97% of shares outstanding as of November 2, 2024.
- The filing states that, if all planned sales are completed, the founders would retain approximately 197.50 million shares, or about 35.19% of shares outstanding.
- Holdings include 202.30 million shares of Class B common stock and 5.20 million shares of Class A common stock.
- All sales are subject to Rule 144 volume limits in any three-month period and other plan conditions.
- Transactions will be publicly disclosed through Form 144 and Form 4 filings to the extent required by law.
03—Questions
Frequently Asked Questions
Why are the founders selling shares?
The filing states the trading plans are part of each founder's individual long-term strategy for asset diversification and liquidity.
How quickly will the shares be sold?
Planned sales are spread from January 2, 2025 through December 31, 2025 to reduce the market impact of sales on any given day.
How much stock will the founders still own after the planned sales?
If all planned sales are completed, Mr. Biswas and Mr. Bicket would collectively beneficially own approximately 197.50 million shares, or approximately 35.19% of shares outstanding as of November 2, 2024, assuming no other issuances occur.
How will investors be able to track these sales?
Transactions under the plans will be disclosed publicly through Form 144 and Form 4 filings with the SEC, to the extent required by law.
04—Continue