SCHEDULE 13D/A: Andreessen Horowitz Entities Adjust Samsara Inc. Holdings Through Share Conversions and Distributions
Beneficial Ownership Update
Andreessen Horowitz and its affiliated funds have updated their beneficial ownership in Samsara Inc. Class A Common Stock, reporting significant conversions of Class B shares to Class A, subsequent pro rata distributions to partners, and open market sales.
Summary
- This Amendment No. 9 to Schedule 13D updates the beneficial ownership of Andreessen Horowitz entities in Samsara Inc.'s Class A Common Stock.
- On June 9, 2025, various Andreessen Horowitz funds (AH IV, AH Parallel IV, AH Parallel V, AH LSV I, AH LSV III, AH 2022 Annual) converted a total of 31,608,810 shares of Class B Common Stock into Class A Common Stock.
- Following the conversions, these entities distributed the Class A Common Stock in pro rata in-kind distributions to their respective partners and general partners for no consideration.
- AH Capital Management, an entity where Marc Andreessen and Benjamin Horowitz are members, received a total of 84,918 Class A shares from these distributions.
- On June 10, 2025, AH Capital Management sold all 84,918 Class A shares it received, with weighted average prices of $40.76 (for 13,943 shares) and $41.59 (for 70,975 shares).
- AH 2022 Annual sold 36,366 Class A shares on June 10, 2025, at weighted average prices of $40.76 (for 5,971 shares) and $41.59 (for 30,395 shares).
- AH LSV I converted 212,248 Class B shares to Class A and sold them on June 10, 2025, at weighted average prices ranging from $40.05 to $41.65.
- AH Parallel V converted 65,494 Class B shares to Class A and sold them on June 10, 2025, at weighted average prices ranging from $40.05 to $41.65.
- As of June 11, 2025, Marc L. Andreessen beneficially owns 19,889,079 shares (5.7%) and Benjamin A. Horowitz beneficially owns 19,759,835 shares (5.7%) of Samsara Inc. Class A Common Stock, primarily through shared voting and dispositive power over the holdings of the various Andreessen Horowitz funds.
- The total Class A Common Stock outstanding used for percentage calculation is 299,748,928 shares as of June 3, 2025, plus 31,608,810 shares converted by the Reporting Persons subsequent to June 3, 2025.
Sentiment
Score: 5
Explanation: The document is a routine Schedule 13D/A amendment reporting changes in beneficial ownership due to fund distributions and subsequent sales. It does not contain information that inherently indicates a positive or negative sentiment towards the issuer's performance or outlook, but rather reflects a standard lifecycle event for a venture capital investment.
Future Outlook
The document does not contain any forward-looking statements or guidance regarding Samsara Inc.'s future performance or strategic direction.
Industry Context
This filing reflects a routine portfolio management activity by a major venture capital firm, Andreessen Horowitz, involving the distribution of shares from its funds to limited partners and subsequent sales. Such distributions are common as venture capital funds mature and seek to return capital to investors, rather than necessarily reflecting a specific view on the immediate industry trends or competitive landscape for Samsara Inc.
Related Party Transactions
- Pro rata in-kind distributions of Class A Common Stock were made from various Andreessen Horowitz funds (AH IV, AH Parallel IV, AH Parallel V, AH LSV I, AH LSV III, AH 2022 Annual) to their respective partners and general partners, including AH Capital Management, which is managed by Marc Andreessen and Benjamin Horowitz.
- Sales of Class A Common Stock were conducted by AH Capital Management, AH 2022 Annual, AH LSV I, and AH Parallel V, all of which are entities affiliated with Andreessen Horowitz and its managing members.
Stakeholder Impact
- Shareholders: The reported sales by Andreessen Horowitz entities represent a reduction in their overall stake, which could be perceived by the market as a decrease in institutional confidence, potentially leading to short-term price volatility. However, these are primarily distributions from maturing funds, which is a normal course of business for venture capital investments.
- Employees, Customers, Suppliers, Creditors: The filing does not contain information that directly impacts these stakeholders, as it pertains to investor ownership changes rather than operational or financial performance.
Key Dates
| Date | Description |
|---|---|
| 2021-12-27 | Original Schedule 13D initially filed with the SEC. |
| 2022-09-09 | Amendment No. 1 to Schedule 13D filed. |
| 2023-03-10 | Amendment No. 2 to Schedule 13D filed. |
| 2023-06-12 | Amendment No. 3 to Schedule 13D filed. |
| 2023-06-22 | Date of Power of Attorney for Benjamin Horowitz. |
| 2023-06-23 | Date of Power of Attorney for Marc Andreessen. |
| 2023-09-12 | Amendment No. 4 to Schedule 13D filed. |
| 2023-12-19 | Amendment No. 5 to Schedule 13D filed. |
| 2024-06-17 | Amendment No. 6 to Schedule 13D filed. |
| 2024-09-12 | Amendment No. 7 to Schedule 13D filed. |
| 2024-12-11 | Amendment No. 8 to Schedule 13D filed. |
| 2025-06-03 | Date as of which 299,748,928 shares of Class A Common Stock were outstanding, as reported in Issuer's Form 10-Q. |
| 2025-06-09 | Date of event requiring filing of this statement; conversions of Class B to Class A Common Stock and pro rata in-kind distributions occurred. Closing price of Class A Common Stock was $44.69. |
| 2025-06-10 | Date of open market sales of Class A Common Stock by AH Capital Management, AH 2022 Annual, AH LSV I, and AH Parallel V. Date Issuer's Quarterly Report on Form 10-Q was filed. |
| 2025-06-11 | Date of filing of this Amendment No. 9. Shares reported in this Amendment No. 9 are as of this date unless otherwise specified. |
Keywords
Samsara Inc., Andreessen Horowitz, Schedule 13D/A, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Share Conversion, In-Kind Distribution, Venture Capital, Institutional Investor
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