SCHEDULE 13G/A: Greylock Entities Disclose Significant Beneficial Ownership in Rubrik, Inc. Class A and B Common Stock

Greylock XIV Limited Partnership and its affiliates have filed an amended Schedule 13G, disclosing their beneficial ownership of 8.99% of Rubrik, Inc.'s Class A Common Stock, including convertible Class B shares with superior voting rights.

Summary

• Greylock XIV Limited Partnership, Greylock XIV-A Limited Partnership, Greylock XIV Principals LLC, and Greylock XIV GP LLC (collectively, the 'Greylock Entities') have filed an Amendment No. 2 to Schedule 13G regarding their beneficial ownership in Rubrik, Inc.
• As of March 31, 2025, Greylock XIV GP LLC, as the general partner and manager of the other Greylock Entities, is deemed to beneficially own an aggregate of 9,947,659 shares of Rubrik, Inc. common stock.
• This aggregate beneficial ownership comprises 2,486,916 shares of Class A Common Stock and 7,460,743 shares of Class B Common Stock.
• When Class B shares are treated as converted into Class A Common Stock for reporting purposes, the Greylock Entities collectively represent approximately 8.99% of the outstanding Class A Common Stock.
• The calculation of Class A percentage is based on 103,167,994 shares of Class A Common Stock outstanding as of February 28, 2025, as reported in Rubrik's Annual Report on Form 10-K filed on March 20, 2025.
• Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time and carries 20 votes per share, significantly more than the one vote per Class A share.
• The reported Class A percentage does not reflect the 20-for-one voting power of the Class B Common Stock.
• The combined voting power of the Greylock Entities, considering both Class A and Class B shares, represents 8.27% of the aggregate combined voting power of Rubrik's Class A and Class B Common Stock, based on 103,167,994 Class A shares and 86,610,633 Class B shares outstanding as of February 28, 2025.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain subjective language or forward-looking statements that would indicate a positive or negative sentiment. It is a neutral regulatory filing.

Risks

• The dual-class share structure (Class A and Class B) gives Class B holders disproportionate voting power (20 votes per share vs. 1 vote for Class A), which could concentrate control and potentially limit the influence of Class A shareholders on corporate governance matters.
• The automatic conversion of Class B shares to Class A upon most transfers, except for certain permitted transfers, could impact the long-term voting power distribution if significant Class B holdings are transferred outside of these exceptions.

Future Outlook

NA

Industry Context

This filing is a standard disclosure of beneficial ownership by a venture capital firm in a publicly traded company. It reflects the ongoing investment position of Greylock in Rubrik, Inc., a company operating in the data security and management sector. Such filings are common for early investors or significant shareholders and provide transparency regarding ownership structure.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency regarding significant institutional ownership and the distribution of voting power, particularly concerning the dual-class share structure. Class A shareholders should be aware of the disproportionate voting power held by Class B shares.
• Investors: Offers insight into the continued investment by a prominent venture capital firm, which can be a signal of confidence, though the filing itself is purely informational.

Key Dates

Keywords

Rubrik Inc., SEC filing, Schedule 13G, beneficial ownership, Class A Common Stock, Class B Common Stock, voting rights, Greylock, institutional ownership, equity disclosure, corporate governance