Form 4: Netskope Director Reports Major Pre-IPO Share Conversions

William J.G. Griffith, a Director and 10% owner of Netskope Inc., reported a series of complex share conversions and acquisitions of Class A Common Stock by affiliated ICONIQ funds in anticipation of the company's initial public offering.

Summary

• William J.G. Griffith, a Director and 10% owner of Netskope Inc. (NTSK), reported significant changes in beneficial ownership through affiliated ICONIQ Strategic Partners funds.
• On September 18, 2025, various Series Convertible Preferred Stock (Series A through H) held by ICONIQ funds converted into Common Stock on a one-to-one basis, totaling 3,262,200 shares for ICONIQ Strategic Partners VI, L.P. and 4,806,998 shares for ICONIQ Strategic Partners VI-B, L.P.
• Immediately prior to the completion of Netskope's Initial Public Offering (IPO), on September 19, 2025, all Common Stock was reclassified into Class B Common Stock on a one-to-one basis.
• On September 19, 2025, ICONIQ Strategic Partners II, L.P., ICONIQ Strategic Partners II-B, L.P., and ICONIQ Strategic Partners II Co-Invest, L.P. (Series NS) converted 10,942,956, 8,566,130, and 1,988,473 shares of Class B Common Stock, respectively, into an equal number of Class A Common Stock shares.
• On September 19, 2025, ICONIQ funds also acquired additional Class A Common Stock at a price of $19.00 per share, including 295,219 shares by ICONIQ Strategic Partners II, L.P., 231,097 shares by ICONIQ Strategic Partners II-B, L.P., 595,778 shares by ICONIQ Strategic Partners VI, L.P., and 877,906 shares by ICONIQ Strategic Partners VI-B, L.P.
• The Class B Common Stock is convertible into Class A Common Stock at the holder's option and automatically converts on a 1:1 basis on or prior to September 19, 2035.
• William J.G. Griffith disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any, as ownership is indirect through various ICONIQ entities where he is an equity holder in the general partners.

Sentiment

Score: 7

Explanation: The filing indicates significant pre-IPO activity, including conversions to Class A shares and purchases at a specific price, which are positive indicators of an impending public offering and a defined valuation. This suggests a company moving towards a significant growth milestone.

Positives

• The extensive share conversions to Class A Common Stock and subsequent purchases at $19.00 per share indicate a clear path towards an Initial Public Offering (IPO) for Netskope Inc.
• The transactions reflect a structured capital reorganization, which is a necessary step for a company preparing to go public, suggesting progress towards a liquidity event for early investors.
• The stated price of $19.00 for Class A Common Stock provides a valuation benchmark for the company's shares in the context of its impending public offering.

Future Outlook

The transactions detailed are explicitly stated to occur 'prior to the completion of the Issuer's initial public offering of Class A Common Stock (the 'IPO')', indicating an imminent public offering for Netskope Inc.

Industry Context

These types of complex share reclassifications and conversions are standard procedures for private companies, particularly in the technology sector, as they prepare for an Initial Public Offering (IPO). The establishment of Class A and Class B common stock is a common strategy to allow founders and early investors to maintain control post-IPO.

Comparison to Industry Standards

• The conversion of various preferred stock series into common stock, followed by reclassification into Class A and Class B common stock, is a typical pre-IPO capital restructuring seen in many high-growth technology companies.
• The dual-class share structure, where Class B shares often carry superior voting rights or convertibility options, is a common mechanism employed by companies like Meta (formerly Facebook), Google (Alphabet), and Snowflake to ensure long-term strategic control by founders and early investors post-IPO.
• The $19.00 per share price for Class A Common Stock provides a specific valuation point, comparable to the initial pricing stages of other tech IPOs, though a full comparison would require detailed financial performance and market conditions at the time of the IPO.

Corporate Governance

Stakeholder Impact

• Shareholders: Existing preferred shareholders will see their holdings convert to common stock, then reclassified into Class B and potentially Class A shares, impacting their liquidity and voting rights. New public shareholders will acquire Class A shares, subject to the dual-class structure.
• Company: The capital restructuring and impending IPO will provide significant capital for growth and expansion, while the dual-class structure allows for strategic control by early investors and management.

Next Steps

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

Key Dates

Keywords

Netskope, NTSK, SEC Form 4, Insider Transaction, Beneficial Ownership, Share Conversion, Class A Common Stock, Class B Common Stock, Preferred Stock, IPO, ICONIQ Capital, William J.G. Griffith, Capital Reorganization