Form 4: Lightspeed Converts Preferred Stock to Class B Ahead of Netskope IPO

Lightspeed Venture Partners and affiliates reported the conversion of various preferred stock series into common stock, followed by a reclassification into Class B Common Stock for Netskope Inc. ahead of its IPO.

Summary

• Lightspeed Venture Partners Select, L.P. and several affiliated Lightspeed entities, identified as 10% owners and directors of Netskope Inc. (NTSK), filed a Form 4 detailing changes in beneficial ownership.
• On September 18, 2025, various series of convertible preferred stock (Series B, C, D, E, F, G, H) held by Lightspeed entities were converted into a total of 63,973,632 shares of Netskope Inc. Common Stock on a one-to-one basis.
• Immediately following these conversions, on September 19, 2025, a total of 64,498,207 shares of Common Stock were reclassified into Class B Common Stock on a one-to-one basis.
• This reclassification occurred immediately prior to the completion of Netskope Inc.'s initial public offering (IPO) of Class A Common Stock.
• The Class B Common Stock acquired by Lightspeed entities is convertible into Class A Common Stock at the option of the holder and will automatically convert on or prior to September 19, 2035.
• This report is the second of three related Form 4 filings by Lightspeed Venture Partners affiliates concerning the same transaction.

Sentiment

Score: 7

Explanation: The filing details administrative steps for an imminent IPO, which is a positive milestone for a private company and its early investors. The transactions themselves are expected and do not indicate operational issues, but rather a progression towards a public listing.

Positives

• The transactions represent a significant administrative step towards Netskope Inc.'s initial public offering (IPO), signaling progress towards becoming a publicly traded company.
• The conversion of various preferred stock series into common stock simplifies the company's capital structure ahead of its public debut.

Future Outlook

The filing explicitly indicates that the reclassification occurred 'immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the 'IPO')', suggesting an imminent public offering for Netskope Inc.

Management Comments

• Ravi Mhatre, a Director of Lightspeed Ultimate General Partner Select, Ltd. and other Lightspeed entities, signed the filing on behalf of the reporting persons.

Industry Context

Pre-IPO corporate restructuring, including the conversion of preferred stock and the establishment of dual-class share structures, is a common practice for venture-backed technology companies preparing for a public listing. This allows early investors and founders to maintain significant control post-IPO.

Comparison to Industry Standards

• The conversion of preferred stock to common stock is a standard step for private companies transitioning to public ownership, simplifying the equity structure.
• The adoption of a dual-class share structure (Class A and Class B Common Stock) is a common strategy among technology companies, including prominent examples like Google, Facebook, and Snowflake, to allow founders and early investors to retain voting control after going public.

Management Changes

Corporate Governance

Related Party Transactions

• The transactions involve Lightspeed Venture Partners and its affiliated entities, which are significant investors and 10% owners of Netskope Inc., converting their existing equity holdings as part of a pre-IPO restructuring.

Stakeholder Impact

• Shareholders: Existing preferred shareholders (Lightspeed entities) have converted their holdings into Class B Common Stock, which will likely have different voting rights compared to the Class A Common Stock offered to the public during the IPO. This impacts the distribution of voting power.
• Company: The restructuring streamlines the capital structure and sets the stage for the Initial Public Offering, which will bring new public shareholders and capital to the company.

Next Steps

• Completion of Netskope Inc.'s Initial Public Offering (IPO) of Class A Common Stock.

Key Dates

Recommendation

This filing details administrative steps for an imminent IPO, specifically the conversion of preferred stock and reclassification into Class B Common Stock by a major investor, Lightspeed Venture Partners. While the IPO itself is a significant event, this particular filing only confirms internal restructuring. Without details on the IPO pricing, valuation, or the company's financial performance, a definitive 'buy' or 'sell' is premature. A 'hold' is appropriate as investors await the full IPO prospectus and pricing details.

Keywords

Netskope, NTSK, IPO, Form 4, Beneficial Ownership, Preferred Stock Conversion, Class B Common Stock, Lightspeed Venture Partners, Reclassification, Corporate Restructuring