Form 4: Lightspeed Entities Restructure Rubrik Shareholdings Through Internal Distributions and Conversions

SEC Form 4 filing details a series of internal, non-cash transactions by Lightspeed Venture Partners and affiliated entities, involving the distribution and conversion of millions of Rubrik, Inc. Class A and Class B Common Stock shares.

Summary

• The filing reports changes in beneficial ownership of Rubrik, Inc. (RBRK) securities by Lightspeed Venture Partners IX, L.P. and several related Lightspeed entities, including general partners and special purpose vehicles.
• Transactions primarily involve 'in-kind distributions' of Rubrik Class A and Class B Common Stock from various Lightspeed funds to their partners, managing members, and affiliated entities/individuals, without consideration.
• A significant number of Class B Common Stock shares were converted into Class A Common Stock, with each Class B share converting into one Class A share.
• Approximately 9.64 million Class B shares were converted to Class A shares as part of these transactions.
• The filing indicates that these transactions are part of a broader set of events, with this Form 4 being the first of two filings due to SEC system limitations on the number of reporting persons.
• Following these reported transactions, Lightspeed entities and related individuals collectively beneficially own approximately 12.31 million Class A Common Stock shares and 12.80 million Class B Common Stock shares in Rubrik, Inc.

Sentiment

Score: 5

Explanation: The document is a routine SEC Form 4 filing reporting internal ownership restructuring and conversions, which is neutral in sentiment as it does not indicate positive or negative operational or financial performance.

Positives

• The filing provides transparency regarding the internal ownership structure and distribution processes of Lightspeed Venture Partners' holdings in Rubrik, Inc.
• The conversion of Class B shares to Class A shares simplifies the capital structure for the distributed shares, as Class B shares automatically convert to Class A upon sale or transfer.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding Rubrik, Inc.'s future performance or strategic direction. It solely reports changes in beneficial ownership.

Management Comments

• Ravi Mhatre, a director of Rubrik, Inc., signed the filing on behalf of Lightspeed Venture Partners IX, L.P. and other Lightspeed entities, indicating his role in overseeing these ownership changes.

Industry Context

The reported in-kind distributions are a common practice for venture capital firms like Lightspeed Venture Partners, where they distribute shares of portfolio companies to their limited partners after a liquidity event such as an Initial Public Offering (IPO). This process allows the fund to realize returns for its investors.

Comparison to Industry Standards

• The in-kind distribution of shares by a venture capital firm to its limited partners post-IPO is a standard industry practice for returning capital and realizing investment gains. This mechanism is widely used by firms such as Andreessen Horowitz, Sequoia Capital, and Accel when their portfolio companies go public, allowing their investors to directly hold the public shares.

Corporate Governance

Related Party Transactions

• The reported transactions are in-kind distributions of Rubrik shares from Lightspeed Venture Partners funds (e.g., Lightspeed IX, Lightspeed Select II, Lightspeed SPV I) to their respective general partners (e.g., Lightspeed General Partner IX, L.P., Lightspeed General Partner Select II, L.P.), managing members (e.g., LS SPV Management, LLC, Lightspeed Management Company, L.L.C.), and affiliated individuals (Barry Eggers, Peter Nieh). These are considered related party transactions as they occur between entities and individuals with common control or significant influence.

Stakeholder Impact

• Shareholders: Provides clarity on the ownership structure of a significant institutional investor and its affiliates, confirming the distribution of shares to their underlying limited partners.
• Investors: Offers insight into the post-IPO share distribution strategy of a major venture capital firm, which is a standard part of the investment lifecycle.

Key Dates

Keywords

Rubrik, RBRK, SEC Form 4, beneficial ownership, insider transaction, Lightspeed Venture Partners, Class A Common Stock, Class B Common Stock, in-kind distribution, share conversion, venture capital, private equity