AH Parallel Fund IV-A Form 4 Change in insider ownership

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).

1. Name and Address of Reporting Person^*

AH Parallel Fund IV, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Samsara Inc. [ IOT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2024

4. 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 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	12/09/2024		C		2,401,999	A	$0	2,401,999	I⁽¹⁾	By Andreessen Horowitz LSV Fund I, L.P.⁽²⁾
Class A Common Stock	12/09/2024		C		10,949,016	A	$0	10,949,016	I⁽³⁾	By Andreessen Horowitz Fund IV, L.P.⁽⁴⁾
Class A Common Stock	12/09/2024		C		994,901	A	$0	994,901	I⁽⁵⁾	By AH Parallel Fund IV, L.P.⁽⁶⁾⁽⁷⁾
Class A Common Stock								3,995,652	I	By Andreessen Horowitz LSV Fund III, L.P.⁽⁸⁾⁽⁹⁾
Class A Common Stock								792,154	I	By The 1997 Horowitz Family Trust⁽¹⁰⁾

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	⁽¹¹⁾	12/09/2024		C			2,401,999	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	2,401,999	$0	6,994,851	I	By Andreessen Horowitz LSV Fund I, L.P.⁽²⁾
Class B Common Stock	⁽¹¹⁾	12/09/2024		C			10,949,016	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	10,949,016	$0	32,847,046	I	By Andreessen Horowitz Fund IV, L.P.⁽⁴⁾
Class B Common Stock	⁽¹¹⁾	12/09/2024		C			994,901	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	994,901	$0	2,984,699	I	By AH Parallel Fund IV, L.P.⁽⁶⁾⁽⁷⁾
Class B Common Stock	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	5,427,961		5,427,961	I	By AH Parallel Fund V, L.P.⁽¹²⁾⁽¹³⁾

1. Name and Address of Reporting Person^*

AH Parallel Fund IV, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund IV-A, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund IV-B, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund IV-Q, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund V, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund V-A, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund V-B, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund V-Q, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Equity Partners IV (Parallel), L.L.C.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Equity Partners V (Parallel), L.L.C.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, Andreessen Horowitz LSV Fund I, L.P. ("AH LSV I") plans to distribute in-kind on a pro-rata basis, without consideration, a total of 2,401,999 shares of Class A Common Stock of the Issuer to its general and limited partners.

2. These shares are held of record by AH LSV I, for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund I Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV I and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

3. Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, Andreessen Horowitz Fund IV, L.P. ("AH IV") plans to distribute in-kind on a pro-rata basis, without consideration, a total of 10,949,016 shares of Class A Common Stock of the Issuer to its general and limited partners.

4. These shares are held of record by AH IV, for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., and Andreessen Horowitz Fund IV-Q, L.P. (collectively, the "AH Fund IV Entities"). AH Equity Partners IV, L.L.C. ("AH EP IV"), the general partner of the AH Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Fund IV Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund IV Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

5. Promptly following the conversion of Class B Common Stock to Class A Common Stock of the Issuer, AH Parallel Fund IV, L.P. ("AH Parallel IV") plans to distribute in-kind on a pro-rata basis, without consideration, a total of 994,901 shares of Class A Common Stock of the Issuer to its general and limited partners.

6. These shares are held of record by AH Parallel IV, for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively, the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel"), the general partner of the AH Parallel Fund IV Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund IV Entities.

7. (Continued from Footnote 6) Marc Andreessen and Benjamin Horowitz are the managing members of AH EP IV Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund IV Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

8. These shares are held of record by Andreessen Horowitz LSV Fund III, L.P. ("AH LSV Fund III"), for itself and as nominee for Andreessen Horowitz LSV Fund III-B, L.P. ("AH LSV Fund III-B") and AH 2022 Annual Fund, L.P. ("AH 2022 Annual" and together with AH LSV Fund III and AH LSV Fund III-B, the "AH LSV Fund III Entities"). AH Equity Partners LSV III, L.L.C. ("AH EP LSV III"), the general partner of AH LSV Fund III and AH LSV Fund III-B, may be deemed to have sole voting and dispositive power over the shares held by AH LSV Fund III and AH LSV Fund III-B. AH Equity Partners 2022 Annual Fund, L.L.C. ("AH EP 2022 Annual"), the general partner of AH 2022 Annual, may be deemed to have sole voting and dispositive power over the shares held by AH 2022 Annual. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV III and AH EP 2022 Annual and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund III Entities.

9. (Continued from Footnote 8) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund III Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

10. These shares are held of record by The 1997 Horowitz Family Trust, of which Benjamin Horowitz is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Benjamin Horowitz, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

11. The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis, and has no expiration date.

12. These shares are held of record by AH Parallel Fund V, L.P., for itself and as nominee for AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., and AH Parallel Fund V-Q, L.P. (collectively, the "AH Parallel Fund V Entities"). AH Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of the AH Parallel Fund V Entities, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund V Entities. Marc Andreessen and Benjamin Horowitz are managing members of AH EP V Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund V Entities.

13. (Continued from Footnote 12) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund V Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

Remarks:

This Form 4 is the second of three Forms 4 filed relating to the same event. Combined, the three reports report the holdings for the following Reporting Persons: Andreessen Horowitz Fund IV, L.P., Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P., Andreessen Horowitz Fund IV-Q, L.P., Andreessen Horowitz LSV Fund I, L.P., Andreessen Horowitz LSV Fund I-B, L.P., Andreessen Horowitz LSV Fund I-Q, L.P., AH Parallel Fund IV, L.P., AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., AH Parallel Fund IV-Q, L.P., AH Parallel Fund V, L.P., AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., AH Parallel Fund V-Q, L.P., Andreessen Horowitz LSV Fund III, L.P., Andreessen Horowitz LSV Fund III-B, L.P., AH 2022 Annual Fund, L.P., AH Equity Partners IV, L.L.C., AH Equity Partners LSV I, L.L.C., AH Equity Partners IV (Parallel), L.L.C., AH Equity Partners V (Parallel), L.L.C., AH Equity Partners LSV III, L.L.C., AH Equity Partners 2022 Annual Fund, L.L.C. and Benjamin Horowitz. This Form 4 has been split into three filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons.

	AH Parallel Fund IV, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	12/09/2024
	AH Parallel Fund IV-A, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	12/09/2024
	AH Parallel Fund IV-B, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	12/09/2024
	AH Parallel Fund IV-Q, L.P., By: AH Equity Partners IV (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	12/09/2024
	AH Parallel Fund V, L.P., By: AH Equity Partners V (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	12/09/2024
	AH Parallel Fund V-A, L.P., By: AH Equity Partners V (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	12/09/2024
	AH Parallel Fund V-B, L.P., By: AH Equity Partners V (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	12/09/2024
	AH Parallel Fund V-Q, L.P., By: AH Equity Partners V (Parallel), L.L.C., Its: General Partner, By: /s/ Phil Hathaway, Chief Operating Officer	12/09/2024
	AH Equity Partners IV (Parallel), L.L.C., By: /s/ Phil Hathaway, Chief Operating Officer	12/09/2024
	AH Equity Partners V (Parallel), L.L.C., By: /s/ Phil Hathaway, Chief Operating Officer	12/09/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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AH Parallel Fund IV-A Form 4Change in insider ownership