Form 4: Lightspeed Entities Reclassify Netskope Shares Post-IPO

Lightspeed-affiliated entities and directors reported reclassification of common stock and conversion of preferred stock into Class B Common Stock for Netskope Inc. following its IPO.

Summary

• Lightspeed SPV II, LLC, Lightspeed SPV II-B, LLC, LS SPV Management, LLC, Barry Eggers, Ravi Mhatre, and Peter Nieh, identified as Directors and 10% Owners of Netskope Inc. (NTSK), filed a Statement of Changes in Beneficial Ownership (Form 4).
• On September 18, 2025, various series of Convertible Preferred Stock (Series B, C, D, E, F, G, H) held by Lightspeed-affiliated entities converted into Common Stock on a one-to-one basis prior to the completion of Netskope's initial public offering (IPO).
• This conversion resulted in the acquisition of significant amounts of Common Stock, including 20,231,286 shares from Series B and C, 8,818,610 shares from Series D, E, and F, 7,508,890 shares from Series E and F, 15,608,645 shares from Series F, 7,765,561 shares from Series G, and 4,040,640 shares from Series G and H.
• On September 19, 2025, immediately prior to the IPO, each share of Common Stock was reclassified into one share of Class B Common Stock, resulting in the disposition of the previously acquired Common Stock and the acquisition of corresponding Class B Common Stock.
• Following these transactions, Lightspeed-affiliated entities beneficially own substantial amounts of Class B Common Stock, including 20,231,286 shares held by Lightspeed Venture Partners IX, L.P., 8,818,610 shares by Lightspeed Venture Partners Select, L.P., 7,508,890 shares by Lightspeed Venture Partners Select II, L.P., 15,608,645 shares by Lightspeed SPV II, LLC, 7,765,561 shares by Lightspeed SPV II-B, LLC, 4,340,640 shares by Lightspeed Opportunity Fund, L.P., 219,075 shares by Lightspeed Venture Partners XII, L.P., and 500 shares by LSS Fund II, LLC.
• Messrs. Eggers, Mhatre, and Nieh share voting and investment/dispositive power over these shares through their roles as directors or managers of the respective Lightspeed general partners or management entities, disclaiming beneficial ownership except to the extent of their pecuniary interest.

Sentiment

Score: 5

Explanation: The filing is a routine compliance document detailing a post-IPO reclassification and conversion of shares. It does not contain information that would typically indicate a positive or negative sentiment regarding the company's performance or prospects.

Positives

• The filing clarifies the ownership structure of Netskope Inc. following its IPO, providing transparency to investors regarding significant shareholders.
• The conversion of preferred stock into common stock and subsequent reclassification into Class B Common Stock is a standard procedure for venture capital investors during an IPO, indicating a successful transition for early investors.

Negatives

• No specific negative financial or operational information is contained within this compliance filing.

Risks

• The reporting persons disclaim beneficial ownership of the reported shares except to the extent of their respective pecuniary interest, which is a standard legal disclaimer but highlights the complex ownership structure through various Lightspeed entities.

Future Outlook

Class B Common Stock is convertible into Class A Common Stock at the option of the holder and will automatically convert to Class A Common Stock on a 1:1 basis on or prior to September 19, 2035.

Management Comments

• "This report is the third of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Lightspeed Venture Partners and their applicable related parties." (Remark from the filing)

Industry Context

This filing represents a typical post-IPO compliance event for a venture capital firm, Lightspeed Venture Partners, as it transitions its investment in Netskope Inc. from preferred stock to common stock and then to a dual-class share structure (Class B Common Stock) in anticipation of or immediately following a public listing. Such reclassifications are common for high-growth technology companies going public, allowing early investors to maintain voting control while providing liquidity.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides clarity on the ownership structure and the transition of significant venture capital holdings into Class B Common Stock, which may carry different voting rights than Class A Common Stock.
• Investors: Informs the market about the beneficial ownership of key institutional investors and their associated individuals, which can influence perceptions of company stability and long-term commitment.

Next Steps

• Holders of Class B Common Stock have the option to convert their shares into Class A Common Stock.
• Class B Common Stock will automatically convert to Class A Common Stock on a 1:1 basis on or prior to September 19, 2035.

Key Dates

Keywords

Netskope, NTSK, Lightspeed Venture Partners, Form 4, Beneficial Ownership, IPO, Reclassification, Convertible Preferred Stock, Class B Common Stock, Class A Common Stock, Venture Capital